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

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including If any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, of or interest on any Senior Indebtedness of the Company Debt 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 (a “Payment Default”)otherwise, unless occurs and until such Payment Default has been cured is continuing, no payment shall be made by the Issuer with respect to the principal of or waived interest on the Notes or otherwise has ceased to existacquire any of the Notes for cash or property other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. (b) Upon (i) the happening of an If any event of default (other than a Payment Defaultdefault in payment of the principal of or interest on any Senior Debt) that permits occurs and is continuing (or if such an event of default would occur upon any payment with respect to the holders of Designated Notes) with respect to any Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given is defined in such Senior Debt, permitting the holders thereof to accelerate the maturity thereof and if the holder or holders or a representative of such holder or holders gives written notice of the event of default to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness Issuer (a “Payment Notice”"DEFAULT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no the Issuer shall not be obligated to, and shall not, (x) make any payment (by set-off of or otherwise) may be made by or on behalf of the Company on account of with respect to the principal of, premium, if any, of or interest on the Notes, Notes or on account (y) acquire any of the redemption provisions Notes for cash or property or otherwise other than conversion of the Notes, other than payments made Notes into Common Shares in accordance with Junior SecuritiesSection 7.1 hereof. Notwithstanding After the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists described in such Default Notice has been declared due and payable in its entirety within 179 days after cured or waived or ceases to exist, the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waivedIssuer shall, subject to Section 5.2(a), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to promptly pay all sums not paid to the Holders of the Notes during all sums which the Payment Blockage Period due Issuer would have been obligated to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon pay from the date of such Payment the Default Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis but for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysthis Section 5.2(b). (c) In furtherance of Notwithstanding the provisions of Section 11.01foregoing, in the event that, notwithstanding the foregoing provisions of this Section 11.02, that any payment or distribution of assets of the Company (other than Junior Securities) in cash shall be received by the Trustee at a time any Holder when such payment or distribution is prohibited by the provisions of this Section 11.025.2(a) or 5.2(b), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for of the payment of all such amounts then due and owing on the Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt, if any.

No Payment on Notes in Certain Circumstances. (a) No In the event that any payment of principal of or interest on the Designated Senior Debt is not paid when due, whether at stated maturity, by mandatory prepayment, by acceleration or otherwise (each, a "Senior Debt Payment Default"), and the holders of Designated Senior Debt or their agent shall have given written notice to the Company and the Purchaser of such non-payment (by set-off or otherwise) a "Payment Default Notice"), then no payment shall be made by the Company, or on behalf of accepted by the Company Purchaser, on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), Subordinated Obligations unless and until such payment shall have been made or such Senior Debt Payment Default has been cured or is waived or otherwise has ceased to existin accordance with the terms of the applicable Senior Credit Documents. (b) Upon In the event that any default under or in respect of the Designated Senior Debt that entitles any holders of any Designated Senior Debt to accelerate the maturity of such Designated Senior Debt outstanding thereunder (other than a Senior Debt Payment Default) (each, a "Senior Debt Non-Payment Default") shall have occurred and be continuing and the Company and the Purchaser shall have received written notice of such Senior Debt Non-Payment Default from the holders of any Designated Senior Debt or any agent of such holders (a "Payment Blockage Notice"), then no payment shall be made by the Company, or accepted by any Purchaser, on account of the Subordinated Obligations during the period (a "Payment Blockage Period") commencing on the date the Company and the Purchaser received such Payment Blockage Notice and ending on the earlier of (i) the happening date 179 days thereafter and (ii) the date on which the Senior Debt Non-Payment Default giving rise to the Payment Blockage Period is cured or waived in accordance with the terms of an event of default the applicable Senior Credit Documents; provided that (other than a Payment Defaultx) that permits the any holders of Designated Senior Indebtedness Debt shall not be entitled to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (institute a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more often than one Payment Notice shall be given once within a any period of any 360 consecutive days, and (iiy) no default that Senior Debt Non-Payment Default or event which, with the giving of notice and/or the lapse of time, would become a Senior Debt Non-Payment Default which existed upon on the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other such blockage period may be used as the basis for any subsequent Payment Blockage Period Notice unless such default has Senior Debt Non-Payment Default or event, as the case may be, shall in the interim have been cured or waived for a period of at least 90 not less than ninety consecutive daysdays and (z) any holders of Designated Senior Debt shall not be entitled to institute a Payment Blockage Period more than two times in total. (c) The failure to make any payment with respect to the Subordinated Obligations by reason of the provisions of Section 11.2(a) or (b), shall not be construed as preventing the occurrence of an Event of Default hereunder or impairing the right to declare due and payable the principal amount of and premium on the Notes, plus accrued but unpaid interest, subject to Section 11.1. (d) In furtherance of the provisions of Section 11.0111.1, in the event that, notwithstanding the foregoing provisions of this Section 11.0211.2, any payment on account of principal of, premium, interest on the Notes or distribution other Subordinated Obligations or to acquire any of assets the Notes or on account of the redemption provisions of the Notes shall be made by or on behalf of the Company (other than Junior Securities) shall be and received by the Trustee any Purchaser at a time when such payment or distribution is was prohibited by the provisions of this Section 11.0211.2, then, unless and until such payment is no longer prohibited by this Section 11.2, such payment or distribution shall be received and held in trust by such Purchaser for the benefit of, and, if any of the holders of such Senior IndebtednessDebt remains outstanding, and shall be immediately paid over to, either the Company or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid Debtholders (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 may have been issued, ) ratably according to the aggregate principal respective amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, unpaid to the extent necessary to indefeasibly pay or provide for the payment of all such Senior Indebtedness Debt in full in cash accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders Senior Debtholders. (e) The provisions of such Senior Indebtednessthis Section 11.2 shall not apply to any payment with respect to which Section 11.3 would be applicable.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall may be made by or on behalf of the Company on account of any Obligation in respect of the Notes, including the principal of, premium, if any, or interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), ): (i) upon the maturity of any the Company’s Senior Indebtedness of the Company Debt by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest and other amounts on such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents; or (ii) in the event of default in the payment of any principal of, premium, if any, or interest or other amounts on the Company’s Senior Indebtedness of the Company Debt when it such Senior Debt becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) Default that permits the holders of Designated Senior Indebtedness Debt to declare such Designated Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by (a) the representative of under the Credit Agreement or (b) at any time after the Credit Agreement is no longer in full force and effect, the holders of such Designated an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness Debt or their representative (a “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 the behalf of the Company on account of any Obligation in respect of the Notes (other than payments by Lockheed Xxxxxx pursuant to the Guarantee), including the principal of, premium, if any, or interest on the Notes, (including any repurchases of any of the Notes), or on account of the redemption provisions of the NotesNotes (or Liquidated Damages), in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, shall be required to pay all sums not previously paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that that: (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no non-payment default that existed upon the date of such Payment Notice if or the representative commencement of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date Blockage Period (whether or not such event of default is on the same issue of Designated Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured (for purposes of this provision, any subsequent action, or waived any subsequent breach of any financial covenant for a period commencing after the expiration of at least 90 consecutive dayssuch Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose). (c) In furtherance of the provisions of Section 11.0111.1, in the event that, notwithstanding the foregoing provisions of this Section 11.0211.2 or Section 11.3, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions of this Section 11.0211.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the TrusteeTrustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid or unprovided for 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 Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Indebtedness Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or The Company may not, and no other Person on behalf of the Company on account of the may pay principal of, premium, premium (if any, ) or interest on the Notes or make any other payments with respect to the Notes or make any deposit pursuant to the provisions described under Article Eight above and may not repurchase, redeem or otherwise retire any Notes (including any repurchases of Notes)collectively, or on account of the redemption provisions of "pay the Notes, for cash or property (other than Junior Securities), ") if (i) upon the maturity any amount of principal, interest or other payments due under any Designated Senior Indebtedness of the Company has not been paid when due beyond any applicable grace period whether at maturity, upon 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 are first paid in full in cash otherwise or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company when it becomes due occurs and payablethe maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)in either case, unless and until such Payment Default the default has been cured or waived in writing and any such acceleration has been rescinded or otherwise such Designated Senior Indebtedness has ceased been paid in full, after which the Company shall resume making any and all required payments in respect of the Notes, including any missed payments. However, the Company may pay the Notes without regard to exist. (b) Upon the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of the Company with respect to which either of the events set forth in clause (i) or (ii) of the happening immediately preceding sentence has occurred and is continuing, after which the Company shall resume making any and all required payments in respect of an event the Notes, including any missed payments. During the continuance of any default (other than a Payment Defaultdefault described in clause (i) that permits or (ii) of the holders of second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to declare which the maturity thereof may be accelerated either immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and effect such acceleration) or upon the expiration of any applicable grace periods, the Company may not pay the Notes for a period (iia "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such event of default given to from the Company and the Trustee by the representative Representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior SecuritiesCompany has been repaid in full). Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of the Company, the Company may resume payments on the Notes after the end of such Payment Blockage Period, including any missed payments. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage PeriodCompany shall be, the Company shallor be made, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Indebtedness of the Company whether or not within a period of 360 consecutive days unless such default has shall have been cured or waived in writing for a period of at least not less than 90 consecutive days. (It being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose.) (cb) In furtherance of the provisions of Section 11.01, in the event thatIf, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness remaining unpaid or of the Company (pro rata to their representative or representatives, or to such holders on the trustee or trustees under any indenture pursuant to which any instruments evidencing any basis of the respective amount of such Senior Indebtedness of the Company held by such holders) or their respective Representatives, as their respective interests may have been issuedappear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness of the Company, ratably according if any, received from the holders of Senior Indebtedness of the Company (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Trustee shall be paid to the holders of such Senior IndebtednessIndebtedness of the Company.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a “Defeasance Trust Payment”)) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of whether pursuant to the redemption provisions terms of the Notes, for cash upon acceleration, pursuant to a Change of Control Offer or property (other than Junior Securities)a Net Proceeds Offer, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) redemption or otherwise, unless will be made and until all principal ofthe Company may not defease the Notes, premiumif, if anyat the time of such payment or defeasance, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of there exists a default in the payment of all or any principal of, premium, if any, or interest on Senior Indebtedness portion of the Company when it becomes due and payableobligations on any Designated Senior Indebtedness, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Payment Default”)otherwise, unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a “Payment Blockage Notice”)) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Indebtedness 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 Indebtedness, no direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) may will be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of whether pursuant to the redemption provisions terms of the Notes, other than payments made with Junior Securities. Notwithstanding upon acceleration, pursuant to a Change of Control Offer or a Net Proceeds Offer, upon redemption or otherwise to such Holders, and the foregoing, unless Company will not defease the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above Notes during a period (the a “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 1) in no event will a Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage PeriodNotice in respect thereof was given, the Company shall, unless (2) there shall be a Payment Default exists, be required to pay all sums not paid to the Holders period of the Notes during the at least 181 consecutive days in each 360-day period when no Payment Blockage Period due to the foregoing prohibitions is in effect and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i3) not more than one 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 such commencement of any Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness that gave initiating such Payment Notice knew of such default on such date Blockage Period (whether or not such event of default is on to the same issue extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) shall may be, or be made made, the basis for the commencement of any other 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 days. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be received and held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness remaining unpaid or to their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture or agreement pursuant to which any instruments evidencing any of such Designated Senior Indebtedness may have been issuedissued or incurred, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of Designated Senior Indebtedness that such prohibited payment has been made, the holders of the Designated 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 the Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in full in cash or Junior Securities) if (iii) in the event of a default in the payment of any the principal of, of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Company when it becomes due Designated Senior Indebtedness as to which such default relates to accelerate its maturity and payable, whether at maturity or at the Holders receive a date fixed for prepayment or by declaration or otherwise written notice (with a copy to the Company) of such other default (a “"Payment Default”)Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (A) in the case of a payment default, unless upon the date on which such default is cured or waived and until (B) in case of a nonpayment default, on the earlier of the date on which such Payment Default has been nonpayment default is cured or waived or otherwise 179 days after the date on which the applicable Payment Blockage Notice is received by the Holders (such period being referred to herein as the "Payment Blockage Period"), unless 38 143 the maturity of any Designated Senior Indebtedness has ceased to existbeen accelerated (and written notice of such acceleration has been received by the Holders). (b) Upon Notwithstanding anything herein or in the Notes to the contrary, (ix) the happening of an in no event of default (other than shall a Payment DefaultBlockage Period extend beyond 179 days from the date the 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 Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days. No new Payment Blockage Period may be commenced unless and until all scheduled payments of principal, premium, if any, and interest on the Notes that permits have come due have been paid in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Holders shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Holders of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). (c) In the event that, notwithstanding the foregoing, any payment shall be received any Holder of Notes when such payment is prohibited by Section 8.2(a), such payment shall be held for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Holders to the holders of Designated Senior Indebtedness that such prohibited payment has been made, the holders of the Designated Senior Indebtedness (or their representative or representatives or a trustee) notify the Holders in writing of the amounts then due and owing on the Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Holders shall be paid to the holders of Designated Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including If any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, of or interest on any Senior Indebtedness of the Company Debt 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 (a “Payment Default”)otherwise, unless occurs and until such Payment Default has been cured is continuing, no payment shall be made by the Issuer with respect to the principal of or waived interest on the Notes or otherwise has ceased to existacquire any of the Notes for cash or property other than conversion of the Notes into Common Shares in accordance with Section 8.1 hereof. (b) Upon (i) the happening of an If any event of default (other than a Payment Defaultdefault in payment of the principal of or interest on any Senior Debt) that permits occurs and is continuing (or if such an event of default would occur upon any payment with respect to the holders of Designated Notes) with respect to any Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given is defined in such Senior Debt, permitting the holders thereof to accelerate the maturity thereof and if the holder or holders or a representative of such holder or holders gives written notice of the event of default to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness Issuer (a “Payment Notice”"DEFAULT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no the Issuer shall not be obligated to, and shall not, (x) make any payment (by set-off of or otherwise) may be made by or on behalf of the Company on account of with respect to the principal of, premium, if any, of or interest on the Notes, Notes or on account (y) acquire any of the redemption provisions Notes for cash or property or otherwise other than conversion of the Notes, other than payments made Notes into Common Shares in accordance with Junior SecuritiesSection 8.1 hereof. Notwithstanding After the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists described in such Default Notice has been declared due and payable in its entirety within 179 days after cured or waived or ceases to exist, the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waivedIssuer shall, subject to Section 6.2(a), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to promptly pay all sums not paid to the Holders of the Notes during all sums which the Payment Blockage Period due Issuer would have been obligated to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon pay from the date of such Payment the Default Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis but for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysthis Section 6.2(b). (c) In furtherance of Notwithstanding the provisions of Section 11.01foregoing, in the event that, notwithstanding the foregoing provisions of this Section 11.02, that any payment or distribution of assets of the Company (other than Junior Securities) in cash shall be received by the Trustee at a time any Holder when such payment or distribution is prohibited by the provisions of this Section 11.026.2(a) or 6.2(b), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for of the payment of all such amounts then due and owing on the Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt, if any.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, premium (if any, ) or interest on or any Additional Amounts with respect to the Notes or to acquire any Notes (including any repurchases of Notes), or on account Notes pursuant to the provisions thereof at the option of the redemption provisions of the Notes, Holder thereof) for cash or property (other than Junior Securitiescapital stock of the Company), (i) upon the maturity or on account of any Senior Indebtedness redemption provisions of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premiumNotes, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii1) in the event of a default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due Debt occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) is continuing that permits the holders of Designated such Senior Indebtedness Debt to declare such Designated Senior Indebtedness to be due and payable accelerate its maturity, and (ii2) written the default is the subject of judicial proceedings or the Company receives a notice of the default from a person who may give it pursuant to Section 10.06. If the Company receives any such event of default given notice, a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Debt shall not be effective for purposes of this Section. The Company may resume payments on the Notes and may acquire them when (1) the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Notice”), then, unless and until such event of default has been is cured or waived or otherwise has ceased to exist, no (2) 120 days pass after the notice is given if the default is not the subject of judicial proceedings if this Article otherwise permits the payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if anyacquisition at that time, or interest on the Notes, (3) such Senior Debt shall have been discharged or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness paid in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysfull. (cb) In furtherance of the provisions of Section 11.0110.01, in the event that, notwithstanding the foregoing provisions of this Section 11.0210.02(a), any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee Trustee, the Paying Agent or the Holders of Notes at a time when such payment or distribution is was prohibited by the provisions of this Section 11.0210.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02 or all Senior Debt is paid in full in cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution (subject to the provisions of Section 10.07) shall be received and held in trust by the Trustee, the Paying Agent or such Holder for the benefit of the holders of such Senior IndebtednessDebt of the Company, and shall be paid or delivered by the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt of the Company remaining unpaid or to unprovided for or their representative or representatives, or to the trustee or trustees under any indenture or other agreement pursuant to which any instruments evidencing any of such Senior Indebtedness Debt of the Company may have been issued, ratably ratably, according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness Debt in full in cash (or payment satisfactory to the holders of Senior Debt) after giving effect to any all concurrent payment payments and distributions to or distribution to for the holders of such Senior IndebtednessDebt.

No Payment on Notes in Certain Circumstances. (a) No If a default occurs and is continuing in the payment (when due, whether at maturity, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 regularly accruing fees with respect to, any Credit Agreement Obligations, no payment, repurchase or redemption of any kind or character shall be made by, or on Senior Indebtedness behalf of, the Issuer or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Company when it becomes due and payableNotes for cash or property or otherwise, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)unless, unless and until in any such Payment Default case, such default has been cured or waived to the satisfaction of, and any such acceleration has been rescinded by, the applicable Secured Creditors, or otherwise has ceased such Credit Agreement Obligations have been paid in full in cash, provided, that the Issuer may pay the Notes without regard to exist. the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representative or from the other Senior Creditors, provided further, that Holders may receive and retain (b1) Upon Permitted Junior Securities, (i2) payments or deposits made pursuant to Article 9, and (3) other amounts previously set aside by the happening of an Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes or such amounts were set aside without violating the subordination provisions described herein. In addition, if any event of default (other than a Payment Defaultdefault described in the previous sentence) that permits occurs and is continuing with respect to the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Credit Agreement, as such event of default given is defined in the Credit Agreement, permitting the Senior Creditors to accelerate the maturity thereof and if the Representative gives notice of the event of default to the Company and Trustee specifying the Trustee by the representative of the holders of such Designated Senior Indebtedness election to institute a Blockage Period (a “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 thereof from the Representative terminating the Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf of during the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 180 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at neither the end Issuer nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Payment Blockage Period, Notes (except in the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders form of Permitted Junior Securities) or (y) acquire any of the Notes during the Payment for cash or property or otherwise (other than Permitted Junior Securities). The Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that shall end earlier if such Blockage Period is terminated (i) not more than by written notice to the Trustee and the Issuer from the Person or Persons who gave such Default Notice, or (ii) because the Credit Agreement Obligations have been paid in full in cash. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 365 days from the date of the occurrence of the event of the default and only one Payment Notice shall such Blockage Period may be given commenced within a period of any 360 consecutive days, and (ii) no . No event of default that existed upon or was continuing on the date of such Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether Credit Agreement shall be, or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative under the Credit Agreement 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. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the Representative , for the benefit of the Senior Creditors, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing under the Credit Agreement, if any, received from the Representative or, if such information is not received from the Representative or the other Senior Creditors, from the Issuer and only amounts included in the information provided to the Trustee shall be paid to the Representative for the benefit of the Senior Creditors. Nothing contained in this Article 10 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 Credit Agreement Obligations then due or thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes, provided further, that Holders may receive and retain (1) Permitted Junior Securities, (2) payments or deposits made pursuant to Article 9, and (3) other amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the holders of Notes or such Senior Indebtedness remaining unpaid or to their representative or representatives, or to amounts were set aside without violating the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednesssubordination provisions described herein.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt of any Guarantor, no payment of any kind or character shall be made by, or on behalf of, such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders occurs and is continuing with respect to any Guarantor Senior Debt of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Guarantor, as such event of default given to is defined in the Company and the Trustee by the representative instrument creating or evidencing such Guarantor Senior Debt of such Guarantor, permitting the holders of such Designated Guarantor Senior Indebtedness Debt of such Guarantor then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt of such Guarantor gives notice of the event of default to the Trustee (a “Payment "Guarantor 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 thereof from the Representative for the respective issue of Guarantor Senior Debt of such Guarantor terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf of during the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment delivery of such Guarantor Default Notice is delivered as set forth above (the “Payment "Guarantor Blockage Period”) (and such declaration has not been rescinded or waived"), at the end neither such Guarantor nor any other Person on its behalf shall (x) make any payment of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required any kind or character with respect to pay all sums not paid to the Holders any Guarantee Obligations or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Guarantor Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Guarantor Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Guarantor Blockage Period with respect to the holders of Designated Guarantor Senior Indebtedness that gave such Payment Notice knew Debt of such default on such date (whether Guarantor shall be, or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment a second Guarantor Blockage Period by the Representative of such Guarantor Senior Debt of such Guarantor 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 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time Trustee, any Paying Agent or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0212.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be forthwith paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account Debt of such Senior Indebtedness Guarantor held by such holders) or represented by eachtheir respective Representatives, as their respective interests may appear for application to the payment of such Senior Debt until all such Senior Indebtedness remaining unpaidDebt shall have been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior IndebtednessDebt. The Trustee and each Paying Agent shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of such 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 and each Paying Agent shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Twelve 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 Debt of any Guarantor thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Guarantee Obligations.

No Payment on Notes 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 Senior Debt, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by or on behalf of the Company on account or any of the principal of, premium, if any, or interest its Subsidiaries with respect to any Obligations on the Notes (including or to acquire any repurchases of Notes), or on account of the redemption provisions of the Notes, Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premiumproperty. In addition, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the any other event of default in the payment of occurs and is continuing with respect to any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instruments creating or evidencing such 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 Designated Senior Debt gives written notice of the event of default to the Trustee (a “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 Blockage Period (as defined below), no payment during the 180 days after the delivery of such Default Notice (by set-off or otherwise) may be made by or on behalf of the "Blockage Period"), neither the Company on account nor any of the principal of, premium, if any, its Subsidiaries shall (x) make any payment of any kind or interest on the Notes, or on account of the redemption provisions of the Notes, character (other than payments made by a trust previously established pursuant to the provisions described under Article Eight) with Junior Securitiesrespect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the foregoingcontrary, unless in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness in respect Debt shall be, or be made, the basis for commencement of which a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessremedies hereunder.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “"Payment Default”"), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “"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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “"Payment Blockage Period”") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off or on behalf of the Company of principal, premium and interest on the Notes, whether pursuant to the terms of the Notes or 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 of any Senior Indebtedness, 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 Senior Indebtedness. (b) shall During the continuance of any other event of default with respect to (i) the Bank Credit Agreement pursuant to which the maturity thereof may be accelerated and (A) upon receipt by the Trustee of written notice from the administrative agent under the Bank Credit Agreement (the “Administrative Agent”) or (B) if such event of default under the Bank Credit Agreement results from the acceleration of the Notes, from and after the date of such acceleration, no payment of principal, premium and interest on the Notes may be made by or on behalf of the Company on account upon or in respect of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise period (a “Payment DefaultBlockage Period”), ) commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 179 days thereafter (unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to Blockage Period shall be due and payable and (ii) terminated by written notice of such event of default given to the Company and Trustee from the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Notice”), then, unless and until Administrative Agent or such event of default has been cured or waived or otherwise has ceased by repayment in full in cash or cash equivalents of such Senior Indebtedness) or (ii) any other Designated Senior Indebtedness pursuant to existwhich the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such other Designated Senior Indebtedness (or the holders of at least a majority in principal amount of such other Designated Senior Indebtedness then outstanding), no payment (by set-off or otherwise) of principal, premium and interest on the Notes may be made by or on behalf of the Company on account upon or in respect of the principal Notes for a Payment Blockage Period commencing on the date of receipt of such notice and ending 119 days thereafter (unless, in each case, such Payment Blockage Period shall be terminated by written notice to the Trustee from such trustee of, premiumor other representatives for, if anysuch holders or by repayment in full in cash or cash-equivalents of such Designated Senior Indebtedness or such event of default has been cured or waived). Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. For all purposes of this Section 15.02(b), no event of default (other than an event of default pursuant to the financial maintenance covenants under the Bank Credit Agreement) that existed or interest was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the Notes, or on account date of the redemption provisions commencement of the Notes, other than payments made any Payment Blockage Period with Junior Securities. Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness in respect of which initiating such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; providedshall be, however, that (i) not more than one Payment Notice or shall be given within a period of any 360 consecutive daysmade, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other a second Payment Blockage Period by the representative for, or the holders of, such 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 90 not less than 45 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any holder when such payment or distribution is prohibited by Section 15.02(a) or 15.02(b) hereof of which the provisions Trustee has actual knowledge, the Trustee shall promptly notify the holders of this Section 11.02, Senior Indebtedness of such prohibited payment and such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or their representative or representatives of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness and any excess above such amounts due and owing on Senior Indebtedness shall be paid to the Company.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall may be made by the Company, directly or on behalf of the Company through any Subsidiary, on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Notes, or to acquire any of the Notes (including any repurchases of NotesNotes at the option of the Holder) for cash or property (other than Junior Securities), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such and other amounts payable in respect of Senior Indebtedness are first paid in full in cash (or such payment is duly provided for), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (collectively, a “"Payment Default”"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event Event of default Default (other than a Payment Default) that permits permits, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Notes then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of Designated Senior Indebtedness having a principal amount then outstanding in excess of $10,000,000 or their respective representatives immediately to declare accelerate the maturity of such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default Non-Payment Default being given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness or their representative (a “"Payment Notice”"), then, unless and until such event of default Non-Payment 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 the Company Company, directly or through any Subsidiary or Minority Owned Affiliate, on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Notes, or to acquire or repurchase any of the Notes for cash or property, or on account of the redemption provisions of the Notes, in any such case other than payments made with Junior Securities. Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event of default Non-Payment Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “"Payment Blockage Period”"), and (ii) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, shall be required to pay all sums not paid to the Holders of the Notes all regularly scheduled payments on the Notes that were not paid during the Payment Blockage Period due to the foregoing prohibitions (and upon the making of such payments any acceleration of the Notes made during the Payment Blockage Period shall be of no further force or effect) and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not Not more than one Payment Notice shall may be given within a period of in any 360 consecutive days360-day period, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has Event of Default or such other Events of Default have been cured or waived for a period of at least not less than 90 consecutive days. In no event, however, may the total number of days during which any Payment Blockage Period is or Payment Blockage Periods are in effect exceed 179 days in the aggregate during any consecutive 360-day period. (c) In furtherance of the provisions of Section 11.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 11.0212.2, any payment or distribution of assets of the Company or any Subsidiary or Minority Owned Affiliate (other than Junior Securities) shall be received by the Trustee for the benefit of the Holders or the Holders or any Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by the provisions of this Section 11.0212.2, then such payment or distribution (subject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the TrusteeTrustee or such Holders or such Paying Agent, as the case may be, to the representative or representatives of the holders of such Senior Indebtedness remaining unpaid or to their representative or representativesunpaid, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in full in cash or Junior Securities) if (iii) in the event of a default in the payment of any the principal of, of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Company when it becomes due Designated Senior Indebtedness as to which such default relates to accelerate its maturity and payable, whether at maturity or at the Holders receive a date fixed for prepayment or by declaration or otherwise written notice (with a copy to the Company) of such other default (a “"Payment Default”)Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (A) in the case of a payment default, unless upon the date on which such default is cured or waived and until (B) in case of a nonpayment default, on the earlier of the date on which such Payment Default has been nonpayment default is cured or waived or otherwise 179 days after the date on which the applicable Payment Blockage Notice is received by the Holders (such period being referred to herein as the "Payment Blockage Period"), unless the maturity of any Designated Senior Indebtedness has ceased to existbeen accelerated (and written notice of such acceleration has been received by the Holders). (b) Upon Notwithstanding anything herein or in the Notes to the contrary, (ix) the happening of an in no event of default (other than shall a Payment DefaultBlockage Period extend beyond 179 days from the date the 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 Payment Blockage Period is in effect and 38 190 (z) not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days. No new Payment Blockage Period may be commenced unless and until all scheduled payments of principal, premium, if any, and interest on the Notes that permits have come due have been paid in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Holders shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Holders of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). (c) In the event that, notwithstanding the foregoing, any payment shall be received any Holder of Notes when such payment is prohibited by Section 8.2(a), such payment shall be held for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Holders to the holders of Designated Senior Indebtedness that such prohibited payment has been made, the holders of the Designated Senior Indebtedness (or their representative or representatives or a trustee) notify the Holders in writing of the amounts then due and owing on the Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Holders shall be paid to the holders of Designated Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No direct -------------------------------------------- or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made by or on behalf of the Company agreed to be made on account of the principal of, premium, premium (if any, ) or interest on the Notes (including any repurchases of Notes), or on account in respect of the redemption provisions any redemption, retirement, defeasance, purchase or other acquisition of any of the Notes, for cash or property in respect of any Subsidiary Guarantee, and no Holder of any Note shall be entitled to receive any such payment (other than Junior Securitiesany of the foregoing payments or actions being referred to in this Section 11.2 as a "Payment"), (i) upon on or after the maturity occurrence of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes then due and payablepayable in respect of any Senior Debt (either at maturity, whether at maturity upon redemption, by acceleration or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”otherwise), unless and until such Payment Default default has been waived or cured or waived all amounts then due and payable for principal of and interest on all Senior Debt shall have been paid in full or otherwise has ceased to existprovision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) Upon The Company may not make any Payment if: (i) the happening of an a default or event of default under any agreement governing Senior Debt (other than a Payment Defaultdefault or event of default relating to payment of principal or interest, either at maturity, upon redemption, by declaration or otherwise) has occurred and is continuing that permits the holders of Designated such Senior Indebtedness Debt to declare accelerate its maturity (whether or not such Designated Senior Indebtedness to be due and payable and acceleration has occurred); and (ii) written the Company or the Paying Agent receives a notice of such default or event of default given to the Company and the Trustee by the representative of from (A) the holders of a majority of the outstanding principal amount of such Designated Senior Indebtedness Debt or (B) the trustee or agent, if any, representing the holders in respect of such Senior Debt; provided, however, that only one such notice shall be given effect within any period of 360 consecutive days; provided, further, that no more than one notice may be given with respect to any continuing default or event of default. Notwithstanding the provisions of this Section 11.2(b), the Company may make Payments on the Notes when: (1) all defaults and events of default referred to in such notice are cured or waived; or (2) 179 days pass after such notice is given, with respect to such defaults and/or events of default so long as this Article XI (including, without limitation, Section 11.2(a)) otherwise permits a “Payment Notice”)at that time. (c) In the event that notwithstanding the provisions of this Section 11.2 the Company shall make any Payment to the Paying Agent or any Holder of the Notes on account of the principal of or interest on the Notes after receiving notice (as aforesaid) of the happening of a default or event of default on Senior Debt, then, unless and until such default or 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 be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period exist either due to the foregoing prohibitions passage of time as aforesaid in Section 11.2(b)(ii)(2) or otherwise, such payment (subject to the provisions of Sections 11.6 and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness11.7) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received held by the Trustee at a time when Paying Agent or such payment or distribution is prohibited by the provisions of this Section 11.02Holder, such payment or distribution shall be held in trust for the benefit of of, and subject to Sections 11.6 and 11.7, shall be paid forthwith over and delivered to, the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, Debt (pro rata as to the holders each of such holders on the basis of the respective amounts of Senior Indebtedness remaining unpaid or to Debt then in default held by them), as their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness respective interests may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachappear, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, unpaid to the extent necessary to pay or provide for the payment of all such Senior Indebtedness Debt in full in cash accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The Company shall give prompt written notice to the Paying Agent of any default in the payment of principal of or interest on any Senior Debt or a default which results in the acceleration of such Senior IndebtednessDebt under the Credit Facility or under any agreement pursuant to which Senior Debt has been issued.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the The Company on account of the may not pay principal of, premium, if any, or interest on the Notes (interest, including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiumAdditional Interest, if any, or interest other Obligations with respect to the Notes or make any deposit pursuant to Article 8 and may not otherwise redeem, purchase or retire any Notes (collectively, "pay the Notes") if: (i) any Senior Indebtedness is not paid when due; or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default default has been cured or waived and/or any such acceleration has been rescinded or otherwise such Senior Indebtedness has ceased been paid; PROVIDED, HOWEVER, that the Company may pay the Notes without regard to existthe foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in subclause (i) or (ii) of this Section 14.02(a) has occurred and is continuing; and PROVIDED, FURTHER, that Holders of the Notes may receive: (A) Qualified Capital Stock issued by Parent Guarantor or any of its Restricted Subsidiaries to pay interest on the Notes or issued in exchange for the Notes; (B) securities substantially identical to the Notes issued by the Company in payment of interest accrued thereon; or (C) securities issued by the Company which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes. (b) Upon During the continuance of any other default, other than a default described in subclause (i) the happening or (ii) of an event of default (other than a Payment Default) that permits the holders of Section 14.02(a), with respect to any Designated Senior Indebtedness pursuant to declare which the maturity thereof may be accelerated immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Notes (except that holders of the notes may receive (i) Qualified Capital Stock issued by Parent Guarantor or any of its Restricted Subsidiaries to pay interest on the Notes or issued in exchange for the Notes, (ii) securities substantially identical to the Notes issued by the Company in payment of interest accrued thereon or (iii) securities issued by the Company which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes) for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such event of default given to from the Company and the Trustee by the representative Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (a “or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice”), then, unless and until (ii) because the default giving rise to such event of default Blockage Notice has been cured or waived or otherwise is no longer continuing or (iii) because such Designated Senior Indebtedness has ceased been repaid in full). (c) Notwithstanding clause (b) of this Section 14.02, but subject to existclause (a) of Section 14.02 and clause of (a) Section 14.03, no payment the Company may resume payments on the Notes after the end of such Payment Blockage Period. (by set-off or otherwised) Not more than one Blockage Notice may be made given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness (other than the agent under the Senior Credit Facility), the agent under the Senior Credit Facility may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any 360-consecutive-day period. No nonpayment default that gave such Payment Notice knew of such default on such date (whether existed or not such event of default is was continuing on the same issue date of Designated Senior Indebtedness) delivery of any Blockage Notice to the Trustee shall be, or be made made, the basis for the commencement of any other Payment a subsequent Blockage Period Notice unless such default has shall have been cured or waived for a period of at least not less than 90 consecutive days. The failure of the Company to pay principal for more than five days after the date due or to pay interest, including Additional Interest, if any, on the Notes for more than 30 days after the scheduled payment date therefor as a result of the occurrence of a Payment Blockage Period shall nevertheless constitute an Event of Default under this Indenture. For the purposes of this Article 14 (but without limiting the effect of any other provision of this Article 14), paying any Obligation on the Notes shall include any payment or distribution of any kind or character by the Company or Guarantor, by set-off or otherwise, including, without limitation, any repurchase, redemption or acquisition of the Notes and any direct or indirect payment payable by reason of any other Indebtedness or Obligation being subordinated to the Notes. (ce) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions Section 14.02 of this Section 11.02Indenture, the Trustee shall promptly notify the representatives of such Senior Indebtedness of such prohibited payment and such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 may have been issued, ratably according as their respective interests may appear, but only to the aggregate principal amounts remaining unpaid on account extent that, upon notice from the Trustee to the representatives of such Senior Indebtedness held or represented by eachthat such prohibited payment has been made, for application such representatives within 30 days of receipt of such notice from the Trustee notifies the Trustee of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice to the payment Trustee shall be paid to the representatives of all such Senior Indebtedness remaining unpaid, and any excess above such amounts due and owing on Senior Indebtedness shall be paid to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessCompany.

No Payment on Notes 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) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of whether pursuant to the redemption provisions terms of the Notes, other than payments upon acceleration, pursuant to an Offer to Purchase 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 Senior Indebtedness, 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 Senior Indebtedness. In addition, during the continuance of any non-payment event of default with Junior Securities. Notwithstanding the foregoing, unless the respect to any Designated Senior Indebtedness in respect pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of which written notice (a “Payment Blockage Notice”) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default exists has been declared due cured or waived or has ceased to exist or such Designated Senior Indebtedness 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and payable in its entirety within 179 days after excluding any Defeasance Trust Payment) shall be made by or on behalf of the Payment Notice is delivered as set forth above Company of principal of, premium, if any, or interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an Offer to Purchase or otherwise, to such Holders, during a period (the a “Payment Blockage Period”) commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything in this Article Eight or in the Notes to the contrary, (and such declaration has not been rescinded or waived), at x) in no event shall a Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage PeriodNotice in respect thereof was given, the Company shall, unless (y) there shall be a Payment Default exists, be required to pay all sums not paid to the Holders period of the Notes during the at least 181 consecutive days in each 360-day period when no Payment Blockage Period due to the foregoing prohibitions is in effect and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (iz) not more than one 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 Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Notice if Blockage Period (to the representative of extent the holder or holders of Designated Senior Indebtedness that gave Indebtedness, or trustee or agent, giving notice commencing such 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 Indebtednessdefault) shall may be, or be made made, the basis for the commencement of any other 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 days. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by have made payment to the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.028.03(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 8.06 has been received by the Trustee) or the Holder to, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the 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 the Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon 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 Designated Senior Debt beyond any applicable grace period, no payment of any kind or character shall be made by by, or on behalf of of, the Company or any other Person on account of the principal of, premium, if any, its or interest their behalf with respect to any obligations on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other default occurs and is continuing with respect to any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration) and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of that series of Designated Senior Debt, then no payment of any kind or character shall be made by, or on behalf of, the Company or any other than Junior Securities)Person on its or their behalf with respect to any obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. Payment on the Notes may and will be resumed (i) in the case of a payment default, upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) date on which such default is cured or otherwise, unless waived and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event case of a nonpayment default, upon the earliest of (x) the date on which such nonpayment default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been is cured or waived or otherwise has ceased to exist. waived, (by) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received and (z) the “Payment Blockage Period”) (and date the Trustee receives notice from the Representative for such declaration has not been rescinded or waived), at the end of Designated Senior Debt rescinding the Payment Blockage PeriodNotice, unless the maturity of any Designated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, the Company shall, unless a Payment Default exists, Notes shall not be required subject to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a in any consecutive 360-day period irrespective of any 360 consecutive days, and (ii) no the number of defaults with respect to Designated Senior Debt during such period. No nonpayment default that existed upon or was continuing on the date of such delivery of any Payment Blockage Notice if to the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether Trustee will be, or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such default has been cured or waived for a period of at least not less than 90 consecutive days. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0211.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article 11 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 their representative pursue any rights or representatives, or remedies hereunder (subject to the trustee rights, if any, under this Article 11, of the holders of Senior Debt in respect of cash or trustees under any indenture pursuant to which any instruments evidencing any other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness may have been issued, ratably according Debt thereafter due or declared to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on or with respect to the holders of such Senior IndebtednessNotes.

No Payment on Notes 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 Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on account of the principal of, premium, if any, its or interest their behalf with respect to any Obligations on the Notes (including or to acquire any repurchases of Notes), or on account of the redemption provisions of the Notes, Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the any other event of default in the payment of occurs and is continuing with respect to any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives written notice of the event of default to the Trustee (a “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 Blockage Period (as defined below), no during the 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (by set-off y) acquire any of the Notes for cash or 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 Notes was due and only one such Blockage Period may be made by commenced within any 360 consecutive days. No event of default which existed or was continuing on behalf the date of the Company on account commencement of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made any Blockage Period with Junior Securities. Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness in respect Debt shall be, or be made, the basis for commencement of which a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days unless such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other 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 provi- sions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on the holders of such Senior IndebtednessNotes.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall will be made by or on behalf of the Company on account of the principal of, premium, if anySubordinated Obligations, or interest on to acquire any of the Notes (including any repurchases of Notes)for cash, property or securities, or on account of the redemption provisions of the Notes, for cash or property Notes (other than Junior Securities), (ix) upon the maturity of any Designated Senior Indebtedness of the Company Debt 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 are Debt shall first be paid in full in cash or cash equivalents or provision for the payment in full in cash or cash equivalents have been made with respect thereto, in each case, in a manner satisfactory to the holders of Designated Senior Debt or (iiy) in the event of default that the Company defaults in the payment of any principal of, premium, if any, of or interest on or any other amounts payable on or due in connection with any Designated Senior Indebtedness of the Company Debt when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)otherwise, unless and until such Payment Default default has been cured or waived or otherwise has ceased to existin writing. (b) Upon the occurrence of any event of default (i) the happening of or if an event of default (other than a Payment Defaultwould result upon any payment with respect to the Subordinated Obligations) that permits the holders of with respect to any Designated Senior Indebtedness to declare Debt, as such event of default is defined in the instruments evidencing such Designated Senior Indebtedness Debt or under which it is outstanding, permitting the holders to be accelerate its maturity (if the default is other than default in payment of the principal of or interest on or any other amount due and payable and (ii) in connection with such Designated Senior Debt), upon written notice of such the event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness Debt (a “Payment Notice”or their agent or representative), then, unless and until such event of default has been cured or waived or otherwise has ceased to existin writing, no payment (by set-off or otherwise) may will be made by the Company with respect to the Subordinated Obligations or on behalf to acquire any of the Company on account Notes for cash, property or securities or with regard to redemption of Notes; PROVIDED, that the foregoing will not prevent the making of any payment for a period of more than 179 days after the date the written notice of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, default is given unless the such Designated Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within that period, and that declaration has not been rescinded. If such Designated Senior Debt is not declared due and payable within 179 days after the Payment Notice written notice of the default is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived)given, at promptly after the end of the Payment Blockage Period, 179-day period the Company shall, unless a Payment Default exists, be required to will pay all sums not paid to during the Holders 179-day period because of this CLAUSE (b) unless CLAUSE (a) above is then applicable. During any period of 360 consecutive days only one such period during which payment of principal of, or interest on, the Notes during may not be made may commence and the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date duration of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether or period may not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive exceed 179 days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, If any payment or distribution of assets of the Company (other than Junior Securities) shall be is received by any Holder in respect of the Trustee Subordinated Obligations at a time when such that payment or distribution is prohibited by the provisions should not have been made because of this Section 11.02CLAUSE (a) or (b) above, such payment or distribution shall will be received and held in trust for the benefit of the holders of such Senior Indebtedness, and shall will be paid or delivered by the Trustee, over to the holders of such Designated Senior Indebtedness remaining Debt which is due and payable and remains unpaid or unprovided for (pro rata as to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any each of such Senior Indebtedness may have been issued, ratably according to holders on the aggregate principal basis of the respective amounts remaining unpaid on account of such Designated Senior Indebtedness held or represented by each, for application to the payment of Debt which is due and payable) until all such Designated Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness Debt has been paid in full in cash or cash equivalents or provided for in cash or cash equivalents in a manner satisfactory to the holders of Designated Senior Debt, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Designated Senior IndebtednessDebt.

No Payment on Notes 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 Senior Debt (a "Payment Default"), no payment of any kind or character shall be made by or on behalf of the Company or any other Person on account of the principal of, premium, if any, its or interest their behalf with respect to any Obligations on the Notes (including or to acquire any repurchases of Notes), or on account of the redemption provisions of the Notes, Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default (a "Non-payment Default") that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives written notice of the Non-payment Default to the Trustee (a “Payment "Default Notice”"), then, unless and until such event of default has all 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 Blockage Period (as defined below), no during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (by set-off y) acquire any of the Notes for cash or property or otherwise) . For all purposes of this Section 10.02(a), in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be made by commenced within any 360 consecutive days. No Non-payment Default which existed or was continuing on behalf the date of the Company on account commencement of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made any Blockage Period with Junior Securities. Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded Debt shall be, or waived), at the end of the Payment Blockage Periodbe made, the Company shall, unless basis for commencement of a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment second Blockage Period due to by the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number Representative of Payment Notices may be given; provided, however, that (i) such Designated Senior Debt whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other 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 Blockage Period, that in either case, would give rise to a Non-payment Default pursuant to any provisions under which a Non-payment Default previously existed or was continuing shall constitute a new Non-payment Default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount 98 -98- of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 of such Senior IndebtednessObligations on the Notes.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) Unless Section 12.3 shall be made by or on behalf of the Company on account of the principal of, premiumapplicable, if anyany default occurs and is continuing in the payment when due, or interest on the Notes (including any repurchases of Notes)whether at maturity, or on account of the redemption provisions of the Notesupon redemption, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiumpremium (if any) on, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment or distribution of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes, or to acquire any of the Notes for cash or property or otherwise, including Permitted Open Market Purchases. In addition, unless Section 12.3 shall be applicable, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives written notice of the event of default to the Trustee (a “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 exist, no payment (by set-off exist or otherwise) may be made by or on behalf the Trustee receives notice thereof from the Representative for the respective issue of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 Debt terminating the Blockage Period (as defined below), during the 180 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, neither the Company shallnor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on, unless a Payment Default exists, be required to pay all sums not paid or with respect to the Holders Notes or (y) acquire any of the Notes during for cash or property or otherwise, including any Permitted Open Market Purchases. Notwithstanding anything herein to the Payment contrary, (I) in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions date the applicable Default Notice is received by the Trustee and to resume all other payments as and when due on the Notes. Any number of Payment Notices (II) only one such Blockage Period may be given; provided, however, that (i) not more than one Payment Notice shall be given commenced within a period of any 360 consecutive days, and (ii) no . No non-payment event of default that which existed upon or was continuing on the date of such Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a subsequent 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 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0212.2(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Designated 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 TrusteeDesignated Senior Debt, if any, received from the holders of Designated Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Designated Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article 12 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to their representative pursue any rights or representativesremedies hereunder (subject, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaidhowever, to the extent necessary rights, if any, under this Article 12, of the holders of Designated Senior Debt in respect of cash or other property of the Company received upon the exercise of any such remedy); provided that all Designated Senior Debt thereafter due or declared to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on, or with respect to, the holders of such Senior IndebtednessNotes.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits occurs and is continuing with respect to the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and instrument creating or evidencing the Trustee by the representative of Senior Debt, permitting the holders of such Designated the Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the Senior Debt gives written notice of the event of default to the Holders (a “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 Holders receive notice thereof from the Representative for the Senior Debt terminating the Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf of during the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 180 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment "Blockage Period”) (and such declaration has not been rescinded or waived"), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to pay all sums not paid to any Obligations on the Holders Notes or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of the 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 provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0222.2(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their Representative, as their respective interests may appear. The Holders shall be entitled to rely on information regarding amounts then due and owing on the TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representative) or, if such information is not received from such holders or their Representative, from the Company and only amounts included in the information provided to the Holders shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Section 22 shall limit the right of the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 12 or to their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on the holders of such Senior IndebtednessNotes.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or to acquire any of the Notes (including any repurchases redemptions of NotesNotes at the option of the Holder) for cash or property (other than Junior Securities), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other Obligations in respect thereof are first paid in full in cash (or such payment is duly provided for), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “"Payment Default”"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Designated any Senior Indebtedness or their representative immediately to declare such Designated Senior Indebtedness to be due and payable accelerate its maturity and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the requisite holders of such Designated Senior Indebtedness or their representative (a “"Payment Notice”"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or to acquire or repurchase any of the Notes for cash or property, or on account of the redemption provisions of the Notes, in any such case other than payments made with Junior SecuritiesSecurities of the Company. Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”, and (ii) (and such declaration has not been rescinded or waived)waived by the requisite holders of such Senior Indebtedness, at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, shall be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume resume, subject to this Article XII, all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (iA) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (iiB) no default that existed upon the date of such Payment Notice if or the representative commencement of the holders of Designated Senior Indebtedness that gave such 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) Blockage Period shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 not less than 180 consecutive days. (c) In furtherance of the provisions of Section 11.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 11.0212.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.0212.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by the TrusteeTrustee or such Holders or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid or to unprovided for or 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 the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to of the extent necessary to pay or provide for the payment of all such Senior Indebtedness Company in full in cash after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Notes (other than (x) interest payable in additional Notes, as provided in the Notes, and (y) interest or principal paid with Capital Stock of the Company or any debt security of the Company containing subordination and default provisions no less favorable to the holders of Senior Indebtedness than the provisions hereof) or to acquire or repurchase any of the Notes or on account of the redemption provisions of the Notes (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all principal thereof and interest thereon shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for or (ii) upon the happening of any default in payment of any principal of or interest on any Senior Indebtedness when the same becomes due and payable (a "Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist. (b) Without limiting the effect of Section 10.2(a) hereof, upon the happening of a default or event of default (other than a Payment Default) (including any repurchases event which, with the giving of notice or lapse of time, or both, would become an event of default and including any default or event of default that would result upon any payment with respect to the Notes) with respect to any Senior Indebtedness, as such default or event of default is defined therein or in the instrument or agreement under which it is outstanding, and upon written notice thereof given to the Company and the Trustee by any holders of such Senior Indebtedness or their representative ("Payment Notice"), then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company on account of principal of or interest on the Notes (other than (x) interest payable in additional Notes, as provided in the Notes, and (y) interest or principal paid with Capital Stock of the Company or-any debt security of the Company containing subordination and default provisions no less favorable to the holders of Senior Indebtedness than the provisions hereof) or to acquire or repurchase any of the Notes 66 68 or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that this paragraph (b) shall not prevent the making of any payment for more than 89 days after the Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of any 360 185 consecutive days, and (ii) no event of default that existed upon or was continuing on the date of such any Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement giving of a subsequent Payment Notice, (iii) if the Company or the Trustee receives any other Payment Blockage Period unless Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default has been cured (whether or waived not such default is on the same issue of Senior Indebtedness) shall not be effective for purposes of this Section 10.2, and (iv) a period Payment Notice may only be given by a holder or holders (or the representative of at least 90 consecutive daysholders) of Designated Senior Indebtedness. (c) In furtherance of the provisions of Section 11.0110.1, in the event thatif, notwithstanding the foregoing provisions of this Section 11.0210.2, any payment on account of principal of or interest on the Notes (other than (x) interest payable in additional Notes, as provided in the Notes, and (y) interest or principal paid with Capital Stock of the Company or any debt security of the Company containing subordination and default provisions no less favorable to the holders of Senior Indebtedness than the provisions hereof) or to acquire or repurchase any of the Notes or on account of the redemption provisions of the Notes shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment was prohibited by the provisions of this Section 10.2, then, unless and until such payment is no longer prohibited by this Section 10.2, such payment (subject to the provisions of Sections 10.6 and 10.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent, as the case may be, for the benefit of, and shall be immediately paid over to, the holders of Senior Indebtedness or their representative, ratably according to the respective amounts of Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents (except as such payment otherwise shall have been provided for), of all Senior Indebtedness remaining unpaid, after giving effect to all concurrent payments and distributions and all provisions therefor to or for the holders of Senior Indebtedness. The Company shall give prompt notice to the Trustee of any default or event of default or any acceleration under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Failure to give such notice shall not affect the subordination of the Notes to Senior Indebtedness provided in this Article 10. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (including, without limitation, in bankruptcy, insolvency or. receivership proceedings or upon any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company): (a) the holders of all Senior Indebtedness shall first be entitled to receive payments in full in cash or Cash Equivalents (or to have such payment duly provided for) of the principal and interest due thereon before the Holders are entitled to receive any payment on account of the principal of or interest (other than (x) interest payable in additional Notes, as provided in the Notes and (y) interest or principal paid with Capital Stock of the Company or any debt security of the Company containing subordination and default provisions no less favorable to the holders of Senior Indebtedness than the provisions hereof) on the Notes; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled except for the provisions of this Article 10, including any such payment or distribution that is payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes, shall be paid by the liquidating trustee or agent or other person making such a payment or distribution, directly to the holders of Senior Indebtedness or their representative, ratably according to the respective amounts of Senior Indebtedness held or represented by each, until all Senior Indebtedness remaining unpaid shall have been paid in full in cash or Cash Equivalents (except as such payment otherwise shall have been provided for), after giving effect to all concurrent payments and distributions and all provisions therefor to or for the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company (other than Junior Securities) of any kind or character, whether in cash, property or securities, shall be received by the Trustee at a time when such payment or distribution the Holders or any Paying Agent (or, if the Company is prohibited by the provisions of this Section 11.02acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid trust) on account of such Senior Indebtedness held principal of or represented by eachinterest on the Notes (other than (x) interest payable in additional Notes, for application to as provided in the payment Notes and (y) interest or principal paid with Capital Stock of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.the

No Payment on Notes 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 acceleration or otherwise) , of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on account of the principal of, premium, if any, or interest its behalf with respect to any Obligations on the Notes (including or to acquire any repurchases of Notes), or on account of the redemption provisions of the Notes, Notes for cash or property (other than Junior Securities)or otherwise; provided, (i) upon the maturity of any Senior Indebtedness that Holders of the Company Notes may receive payments made from amounts (out of funds not deposited with the Trustee or Paying Agent in violation of this Article Nine) held by the Paying Agent as contemplated by the last paragraph of Section 2.08 (so long as, on the respective Redemption Date, Purchase 84 91 Offer Payment Date or Final Maturity Date, the payments to be made with respect to the Notes would not violate the provisions of this Article Nine or Article Twelve) or payments from a trust described under Article Eight (so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the provisions of this Article Nine or Article Twelve) (with the payments described in this proviso being herein called "Permitted Payments"). In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Indebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders (without any notice or lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of except any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written required notice of such event of default given to the Company and the Trustee by the representative of the holders acceleration) of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness gives written notice of the event of default to the Trustee (a “"Payment Blockage Notice”"), then, unless and until such event all events of default has specified in the Payment Blockage Notice 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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of terminating the Payment Blockage Period, during the 179 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company shall, unless a Payment Default exists, be required nor any other Person on either of their behalf shall (x) make any payment of any kind or character with respect to pay all sums not paid to any Obligations on the Holders Notes or (y) acquire any of the Notes during for cash or property or otherwise (except that holders of the Notes may receive Permitted Payments). Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice is delivered and only one such Payment Blockage Period due 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 Payment Blockage Period with respect to the foregoing prohibitions and to resume all other payments as and when due on Designated Senior Indebtedness shall be, or be made, the Notes. Any number basis for commencement of a second Payment Notices may be given; provided, however, that (i) Blockage Period by the Representative of such Designated Senior Indebtedness whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether or not unless such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has have been cured or waived for a period of at least not less than 90 consecutive days. days (c) In furtherance it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the provisions date of Section 11.01commencement of such Payment Blockage Period that, in the either case, would give rise to an event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture default pursuant to any provisions under which any instruments evidencing any an event of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account default previously existed or was continuing shall constitute a new event of such Senior Indebtedness held or represented by each, default for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessthis purpose).

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off on account of the Notes or otherwise) shall be made on account of the purchase or redemption or other acquisition of Notes by or on behalf of the Company Issuer shall be made if, at the time of such payment, there shall have occurred and be continuing a default in the payment of principal of (or premium, if any) or interest on Senior Debt (including without limitation upon acceleration of the maturity thereof) when due (a “Senior Payment Default”). (b) In addition, if any default (other than a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice of lapse of time (or both) would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof (a “Senior Non-monetary Default”) has occurred and is continuing and the Issuer and the Trustee have received written notice thereof from the agent bank for any Credit Facility Debt or from an authorized person on behalf of Designated Senior Debt, then the Issuer may not make any payments on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the purchase or redemption provisions or other acquisition of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, Notes or on account of the purchase or redemption provisions of the Notes, or other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above acquisition Notes for a period (the a “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due commencing on the Notes. Any number date the Issuer and the Trustee receive such written notice and ending on the earlier of Payment Notices may be given; provided, however, that (i) not 179 days after such date or on the date on which the Trustee receives notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any Designated Senior Debt, as applicable, rescinding such notice and (ii) the date, if any, on which the Senior Debt to which such default relates is discharged or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration of the Senior Debt. (c) Not more than one Payment Notice shall Blockage Period pursuant to Section 15.2(b) or 15.2(c) may be given within a commenced with respect to the Notes during any period of any 360 consecutive days; provided that, and (iisubject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representatives for, or the holders of, Designated Senior Debt, other than under the Credit Facility Debt, shall not bar the commencement of another Payment Blockage Period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. For all purposes of Section 15.2(b) or 15.2(c), no event of default that existed upon or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt or Credit Facility Debt initiating such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other a second Payment Blockage Period by the representative for, or the holders of, such Designated Senior Debt or Credit Facility 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) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives notice of the event of default to the Trustee (a “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 exist, no payment (by set-off exist or otherwise) may be made by or on behalf the Trustee receives notice thereof from the Representative for the respective issue of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 Debt terminating the Blockage Period (as defined below), during the 180 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment "Blockage Period”) (and such declaration has not been rescinded or waived"), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to pay all sums not paid to any Obligations on the Holders Notes or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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 provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on the holders of such Senior IndebtednessNotes.

No Payment on Notes 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 the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 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 regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on Senior Indebtedness behalf of, the Company or any other Person on its behalf with respect to any Obligations on the Notes, or to acquire any of the Company when it becomes due and payable, whether at maturity Notes for cash or at a date fixed for prepayment or by declaration property or otherwise (a “Payment Default”except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to Section 8.1(b) or Section 8.4). In addition, unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an if any other event of default (other than a Payment Default) that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives written notice of the event of default to the Trustee (a “Payment Notice”"DEFAULT NOTICE"), then, unless and until such event all events of default has 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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within Debt terminating the Blockage Period (as defined below), during the 179 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any of its Subsidiaries shall (x) make any payment of any kind or character with respect to pay all sums not paid any Obligations on the Notes (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to the Holders Section 8.4 or 8.1(b)) or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 179 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one Payment Notice shall be given commenced within a period of any 360 365 consecutive days, and (ii) no . No event of default that which existed upon or was continuing on the date of such Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default has shall have been cured or waived for a period of at least 90 not less than 180 consecutive days. days (c) In furtherance it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the provisions date of Section 11.01commencement of such Blockage Period that, in the either case, would give rise to an event that, notwithstanding the foregoing 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 Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) purpose). The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of from the holders of Senior Debt (or their Representatives) or, if such Senior Indebtednessinformation is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 6.2 or to their representative pursue any rights or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessremedies hereunder.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Company on account of Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the principal of, premium, Subsidiary Guarantee") if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon 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 are first paid in full in cash otherwise or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company when it becomes due occurs and payablethe maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)in either case, unless and until such Payment Default the default has been cured or waived in writing and any such acceleration has been rescinded or otherwise such Designated Senior Indebtedness has ceased been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to exist. (b) Upon the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the happening immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of an event the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a Payment Defaultdefault described in clause (i) that permits or (ii) of the holders of second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to declare which the maturity thereof may be accelerated either immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and effect such acceleration) or upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (iia "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such event of default given to from the Company and the Trustee by the representative Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (a “or earlier if such Payment Notice”Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), then, unless (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor 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 the related Designated Senior Indebtedness of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securitieshas been repaid in full). Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded a Subsidiary Guarantor or waived), at the end of the Payment Blockage Period, the Company shallunder this Section 12.02 shall be, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice or shall be given within a period of any 360 consecutive daysmade, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default has shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event thatIf, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0212.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amount of such Subsidiary Guarantor's 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 such Subsidiary Guarantor's Senior Indebtedness, if any, received from the Trusteeholders of such Subsidiary Guarantor's 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 Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Subsidiary Guarantor's Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment (by set-off in full of all amounts due or otherwise) to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payment (including any payment which may be payable by or on behalf reason of the payment of any other indebtedness of the Company on account of being subordinated to the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions payment of the Notes, for cash or property (other than Junior Securities), . In the event and during the continuation of (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, of (or premium, if any, ) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) any other event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the holders of such Senior Indebtedness (or a trustee or other representative on behalf of the Company when holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it becomes would otherwise have become due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) upon written notice of such event of default given thereof to the Company and the Trustee by the any holders of Senior Indebtedness (or a trustee or other representative on behalf of the holders of such Designated Senior Indebtedness thereof) (a “Payment the "Default 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 exist and such acceleration shall have been rescinded or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if anyannulled, or interest on (iii) any judicial proceeding shall be pending with respect to any such default payment or event of default, then no Notes Payment shall be made; provided, however, that clause (ii) of this paragraph shall not prevent the Notes, or on account making of any Notes Payment for more than 179 days after a Default Notice shall have been received by the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, Trustee unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and in which case no such declaration payment may be made until such acceleration has not been rescinded or waived)annulled or such Senior Indebtedness has been paid in full. Notwithstanding the foregoing, at the end no event of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due default which existed or was continuing on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment any Default Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement giving of a second Default Notice; provided, further, however, that only one such Default Notice may be given in any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) 365 day period. In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.02Section, any payment and if such fact shall, at or distribution prior to the time of assets such Notes Payment, have been made actually known to a responsible officer in the Corporate Trust Office of the Company (other than Junior Securities) Trustee or, as the case may be, such Holder, then and in such event such Notes Payment shall be received by paid over and delivered forthwith to the Trustee at a time when such payment or distribution is prohibited by the Company. The provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, not apply to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant Notes Payment with respect to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessSection 12.2 would be applicable.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt of any Guarantor, no payment of any kind or character shall be made by, or on behalf of, such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders occurs and is continuing with respect to any Guarantor Senior Debt of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Guarantor, as such event of default given to is defined in the Company and the Trustee by the representative instrument creating or evidencing such Guarantor Senior Debt of such Guarantor, permitting the holders of such Designated Guarantor Senior Indebtedness Debt of such Guarantor then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt of such Guarantor gives notice of the event of default to the Trustee (a “Payment Guarantor 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 thereof from the Representative for the respective issue of Guarantor Senior Debt of such Guarantor terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf of during the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment delivery of such Guarantor Default Notice is delivered as set forth above (the “Payment Guarantor Blockage Period”) (and such declaration has not been rescinded or waived), at the end neither such Guarantor nor any other Person on its behalf shall (x) make any payment of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required any kind or character with respect to pay all sums not paid to the Holders any Guarantee Obligations or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Guarantor Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Guarantor Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Guarantor Blockage Period with respect to the holders of Designated Guarantor Senior Indebtedness that gave such Payment Notice knew Debt of such default on such date (whether Guarantor shall be, or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment a second Guarantor Blockage Period by the Representative of such Guarantor Senior Debt of such Guarantor 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 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time Trustee, any Paying Agent or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0212.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be forthwith paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account Debt of such Senior Indebtedness Guarantor held by such holders) or represented by eachtheir respective Representatives, as their respective interests may appear for application to the payment of such Senior Debt until all such Senior Indebtedness remaining unpaidDebt shall have been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior IndebtednessDebt. The Trustee and each Paying Agent shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of such 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 and each Paying Agent shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Twelve 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 Debt of any Guarantor thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Guarantee Obligations.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property Note Obligations (other than Junior Securitieswith the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Notes or upon acceleration or otherwise, shall be made if (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first is not paid in full in cash when due or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default default has been cured or waived and/or any such acceleration has been rescinded or otherwise such Senior Indebtedness has ceased been paid; provided, however, that the Company may pay any Note Obligation without regard to existthe foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) above has occurred and is continuing. (b) Upon (i) During the happening continuance of an any other event of default (other than a Payment Default) that permits the holders of with respect to any Designated Senior Indebtedness pursuant to declare which the maturity thereof may be accelerated immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and (iieffect such acceleration) written notice or the expiration of such event of default given any applicable grace periods, upon receipt by the Trustee with a copy to the Company and of written notice from the Trustee by the trustee or other representative of for the holders of such Designated Senior Indebtedness (or the holders of at least a “majority in principal amount of such Designated Senior Indebtedness then outstanding specifying an election to effect a Payment Blockage Period (as defined below) (a "Blockage Notice”"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist), no payment of Note Obligations (by set-off other than with the money, securities or otherwiseproceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company on account and except that holders of any Note Obligation may receive (i) Qualified Capital Stock issued by the principal of, premium, if any, or Company to pay interest on the Notes or issued in exchange for the Notes, (ii) securities substantially identical to the Notes issued by the Company in payment of interest accrued thereon or on account of (iii) securities issued by the redemption provisions Company which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes) may be made for a period (a "Payment Blockage Period") commencing on the date of receipt of such notice and ending 179 days thereafter (or earlier if such Payment Blockage Period shall be terminated (i) by written notice to the Trustee with a copy to the Company from such trustee of, or other than payments made with Junior SecuritiesRepresentatives who gave such notice, (ii) because the default giving rise to such Blockage Notice has been cured or waived or is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the foregoingprovisions described in the immediately preceding sentence, unless but subject to the Designated Senior Indebtedness in respect provisions of which such event paragraphs (a) and (c) of default exists has been declared due and payable in its entirety within 179 days this Section 10.02, the Company may resume payments on the Notes after the Payment Notice is delivered as set forth above (the “end of such Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not Not more than one 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 default that existed upon the date of such Payment Notice if the representative irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the agent under the Senior Credit Facilities), the agent under the Senior Credit Facilities may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any 360-consecutive-day period. No nonpayment default that gave such Payment Notice knew of such default on such date (whether existed or not such event of default is was continuing on the same issue date of Designated Senior Indebtedness) delivery of any Blockage Notice to the Trustee shall be, or be made made, the basis for the commencement of any other Payment a subsequent Blockage Period Notice unless such default has shall have been cured or waived for a period of at least not less than 90 consecutive days. The failure of the Company to pay principal when due or to pay interest on the Notes for more than 30 days after the scheduled payment therefor as a result of the occurrence of a Payment Blockage Period shall nevertheless constitute an Event of Default under this Indenture. For the purposes of this Article Ten (but without limiting the effect of any other provision of this Article Ten), paying any Note Obligation shall include any payment or distribution of any kind or character by the Company or its Subsidiaries, by set-off or otherwise, including, without limitation, any repurchase, redemption or acquisition of the Notes and any direct or indirect payment payable by reason of any other Indebtedness or Obligation being subordinated to the Notes. In addition, as long as the Notes are listed on the Luxembourg Stock Exchange, in the event of the issuance of a Blockage Notice, the Company shall notify the Luxembourg Stock Exchange and the Holders, in each case in accordance with Section 11.02. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions Section 10.02(a) or 10.02(b) of this Section 11.02Indenture, the Trustee shall promptly notify the representatives of such Senior Indebtedness of such prohibited payment and such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 may have been issued, ratably according as their respective interests may appear, but only to the aggregate principal amounts remaining unpaid on account extent that, upon notice from the Trustee to the representatives of such Senior Indebtedness held or represented by eachthat such prohibited payment has been made, for application such representatives within 30 days of receipt of such notice from the Trustee notifies the Trustee of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice to the payment Trustee shall be paid to the representatives of all such Senior Indebtedness remaining unpaid, and any excess above such amounts due and owing on Senior Indebtedness shall be paid to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessCompany.

No Payment on Notes 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 Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on account of the principal of, premium, if any, its or interest their behalf with respect to any Obligations on the Notes (including or to acquire any repurchases of Notes), or on account of the redemption provisions of the Notes, Notes for cash or property (or otherwise. In addition, if any other than Junior Securities)event of default occurs and is continuing with respect to any Senior Debt, (i) upon as such event of default is defined in the instrument creating or evidencing such Senior Debt, permitting the holders of such Senior Debt then outstanding to accelerate the maturity thereof and the Representative for the respective issue of any Senior Indebtedness Debt gives written notice of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness Holder Representative which notice shall specify that it is intended to serve as a blockage notice under this Section 7.2(a) (a “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 Company and the Holder Representative receive notice from the Representative for the respective issue of Senior Debt terminating the Blockage Period (as defined below), no during the 179 days after the delivery of such Blockage Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (by set-off y) acquire any of the Notes for cash or 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 Notes was due and only one such Blockage Period may be made by commenced with respect to any and all Senior Debt within any 360 consecutive days. No event of default which existed or was continuing on behalf the date of the Company on account commencement of any Blockage Period with respect to the principal of, premium, if anySenior Debt shall be, or interest on be made, the Notes, basis for commencement of a second Blockage Period by the Representative of such Senior Debt whether or on account not within a period of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, 360 consecutive days unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time Holders when such payment or distribution is prohibited by the provisions of this Section 11.027.2(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representative, as their respective interests may appear. The Holder Representative shall be entitled to rely on information regarding amounts then due and owing on the TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Holder Representative shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Section 7 shall limit the right of the Holders to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 Obligations on the holders of such Senior IndebtednessNotes.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Issuer or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness Debt then outstanding to be due accelerate the maturity thereof and payable and (ii) if the Representative for the respective issue of Designated Senior Debt gives written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Default Notice”), then, unless and until all such event events of default has 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 thereof from the Representative for the respective issue of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within Debt terminating the Blockage Period (as defined below), during the 179 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at neither the end Issuer nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Payment Blockage Period, Notes (other than payment of amounts already deposited in accordance with the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders satisfaction and discharge provisions of this Indenture) or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. days (c) In furtherance it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the provisions date of Section 11.01commencement of such Blockage Period that, in the either case, would give rise to an event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture default pursuant to any provisions under which any instruments evidencing any an event of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account default previously existed or was continuing shall constitute a new event of such Senior Indebtedness held or represented by each, default for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessthis purpose).

No Payment on Notes 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, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, or (ii) any default occurs and is continuing with respect to any Designated Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of any Designated Senior Indebtedness, no payment of any kind or character (other than Permitted Insolvency Payments) shall be made by or on behalf of the Company on account or any of the principal of, premium, if any, or interest its Subsidiaries with respect to any Obligations on the Notes or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Indebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness gives written notice of the event of default to the Trustee (including any repurchases of Notesa "Default Notice"), then, unless and -------------- until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any of its --------------- Subsidiaries shall: (x) make any payment of any kind or character (other than Permitted Insolvency Payments) with respect to any Obligations on account the Notes or (y) acquire any of the redemption provisions of the Notes, Notes for cash or property (other than Junior Securitiesin exchange for Permitted Insolvency Payments). Notwithstanding anything herein to the contrary, (i) upon in no event shall a Blockage Period extend beyond 179 days from the maturity of any Senior Indebtedness date of the Company by lapse commencement of time, acceleration (unless waived) or otherwise, unless the Blockage Period and until all principal of, premium, if any, and interest on only one such Senior Indebtedness are first paid in full in cash or (ii) in the Blockage Period may be commenced within any 365 consecutive days. No event of default in which existed or was continuing on the payment date of the commencement of any principal of, premium, if any, or interest on Senior Indebtedness of Blockage Period with respect to the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to shall be, or be due and payable and (ii) written notice made, the basis for commencement of such event of default given to the Company and the Trustee a second Blockage Period by the representative of the holders Representative of such Designated Senior Indebtedness (whether or not within a “Payment Notice”), thenperiod of 365 consecutive days, 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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other 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). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.2(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. (c) Nothing contained in this Article X 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 6.2 or to pursue any rights or remedies hereunder.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Company on account of Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the principal of, premium, Subsidiary Guarantee") if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon 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 are first paid in full in cash otherwise or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company when it becomes due occurs and payablethe maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)in either case, unless and until such Payment Default the default has been cured or waived in writing and any such acceleration has been rescinded or otherwise such Designated Senior Indebtedness has ceased been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to exist. (b) Upon the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the happening immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of an event the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a Payment Defaultdefault described in clause (i) that permits or (ii) of the holders of second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to declare which the maturity thereof may be accelerated either immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and effect such acceleration) or upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (iia "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such event of default given to from the Company and the Trustee by the representative Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (a “or earlier if such Payment Notice”Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), then, unless (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor 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 the related Designated Senior Indebtedness of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securitieshas been repaid in full). Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded a Subsidiary Guarantor or waived), at the end of the Payment Blockage Period, the Company shallunder this Section 12.02 shall be, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice or shall be given within a period of any 360 consecutive daysmade, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default has shall have been cured or waived in writing for a period of at least not less than 90 consecutive days. days (c) In furtherance it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the provisions date of Section 11.01commencement of such Blockage Period that, in the event thateither case, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at would give rise to a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture default pursuant to any provisions under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held a default previously existed or represented by each, was continuing shall constitute a new default for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessthis purpose).

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including If any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, of or interest on any Senior Indebtedness of the Company Debt 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 (a “Payment Default”)otherwise, unless occurs and until such Payment Default has been cured is continuing, no payment shall be made by the Issuer with respect to the principal of or waived interest on the Notes or otherwise has ceased to existacquire any of the Notes for cash or property other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. (b) Upon (i) the happening of an If any event of default (other than a Payment Defaultdefault in payment of the principal of or interest on any Senior Debt) that permits occurs and is continuing (or if such an event of default would occur upon any payment with respect to the holders of Designated Notes) with respect to any Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given is defined in such Senior Debt, permitting the holders thereof to accelerate the maturity thereof and if the holder or holders or a representative of such holder or holders gives written notice of the event of default to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness Issuer (a “Payment "Default Notice”"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no the Issuer shall not be obligated to, and shall not, (x) make any payment (by set-off of or otherwise) may be made by or on behalf of the Company on account of with respect to the principal of, premium, if any, of or interest on the Notes, Notes or on account (y) acquire any of the redemption provisions Notes for cash or property or otherwise other than conversion of the Notes, other than payments made Notes into Common Shares in accordance with Junior SecuritiesSection 7.1 hereof. Notwithstanding After the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists described in such Default Notice has been declared due and payable in its entirety within 179 days after cured or waived or ceases to exist, the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waivedIssuer shall, subject to Section 5.2(a), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to promptly pay all sums not paid to the Holders of the Notes during all sums which the Payment Blockage Period due Issuer would have been obligated to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon pay from the date of such Payment the Default Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis but for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysthis Section 5.2(b). (c) In furtherance of Notwithstanding the provisions of Section 11.01foregoing, in the event that, notwithstanding the foregoing provisions of this Section 11.02, that any payment or distribution of assets of the Company (other than Junior Securities) in cash shall be received by the Trustee at a time any Holder when such payment or distribution is prohibited by the provisions of this Section 11.025.2(a) or 5.2(b), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for of the payment of all such amounts then due and owing on the Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt, if any.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of Upon the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity occurrence of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, of or interest on or other amounts due on any Designated Senior Indebtedness of the Company when it becomes due and payableor any Guarantor (a "PAYMENT DEFAULT"), whether at maturity no payment of any kind or at a date fixed for prepayment character shall be made by the Company or such Guarantor, as the case may be, (or by declaration any other Person on its or otherwise (a “Payment Default”), their behalf) with respect to the Note Indebtedness unless and until (i) such Payment Default has shall have been cured or waived in accordance with the instruments governing such Designated Senior Indebtedness or otherwise has shall have ceased to exist, (ii) such Designated Senior Indebtedness has been discharged or paid in full in cash in accordance with the instruments governing such Designated Senior Indebtedness, or (iii) the benefits of this sentence have been waived by the holders of such Designated Senior Indebtedness or their Representative immediately after which the Company or such Guarantor, as the case may be, must resume making any and all required payments, including missed payments, in respect of its obligations under the Notes. (b) Upon (i) the happening occurrence and continuance of an event of default (other than a Payment Default) that permits the holders of relating to Designated Senior Indebtedness to declare of the Company or any Guarantor, as such event of default is defined therein or in the instrument or agreement under which such Designated Senior Indebtedness is outstanding, which event of default, pursuant to the instruments governing such Designated Senior Indebtedness, entitles the holders (or a specified portion of the holders) of such Designated Senior Indebtedness or their designated representative to immediately accelerate without further notice (except such notice as may be due and payable required to effect such acceleration) or the expiration of any applicable grace period the maturity of such Designated Senior Indebtedness (whether or not such acceleration has actually occurred) (a "NON-PAYMENT DEFAULT") and (ii) written notice of such event of default given to the receipt by the Trustee and the Company and or such Guarantor, as the Trustee by case may be, from the representative trustee or other Representative of the holders of such Designated Senior Indebtedness of written notice (a “"PAYMENT BLOCKAGE NOTICE") of such occurrence, no payment is permitted to be made by the Company or such Guarantor, as the case may be, (or by any other Person on its or their behalf) in respect of the Note Indebtedness for a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt by the Trustee of such Payment Notice”), then, unless Blockage Notice and until ending on the earliest to occur of the following events (subject to any blockage of payments that may then be in effect due to a Payment Default on Designated Senior Indebtedness): (w) such event of default Non-payment Default has been cured or waived or otherwise has ceased to exist; (x) a 179-consecutive-day period commencing on the date such Payment Blockage Notice is received by the Trustee has elapsed; (y) such Payment Blockage Period has been terminated by written notice to the Trustee from the trustee or other representative of holders of such Designated Senior Indebtedness, no whether or not such Non-payment Default has been cured or waived or has ceased to exist; and (by set-off z) such Designated Senior Indebtedness has been discharged or otherwisepaid in full in cash, immediately after which, in the case of clause (w), (x), (y) may be made by or on behalf of (z), the Company on account or such Guarantor, as the case may be, must resume making any and all required payments, including missed payments, in respect of the principal of, premium, if any, or interest on its obligations under the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (iA) not more than one Payment Blockage Period may be commenced in any period of 360 consecutive days and (B) no default or event of default with respect to the Designated Senior Indebtedness of the Company or such Guarantor, as the case may be, that was the subject of a Payment Blockage Notice which existed or was continuing on the date of the giving of any Payment Blockage Notice shall be given or serve as the basis for the giving of a subsequent Payment Blockage Notice whether or not within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of days unless such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has have been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of days after such date. Notwithstanding anything in this Indenture to the provisions of Section 11.01contrary, in no event may the event that, notwithstanding the foregoing provisions total number of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to days during which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to Payment Blockage Period or Periods are in effect exceed 179 days in the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to during any concurrent payment or distribution to the holders of such Senior Indebtedness360 day consecutive period.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Company on account of Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the principal of, premium, Subsidiary Guarantee") if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity any amount of principal, interest or other payments due under any Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due whether at maturity, upon 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 are first paid in full in cash otherwise or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Subsidiary Guarantor or the Company when it becomes due occurs and payablethe maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”)in either case, unless and until such Payment Default the default has been cured or waived in writing and any such acceleration has been rescinded or otherwise such Senior Indebtedness has ceased been paid in full in cash, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guarantee, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to exist. (b) Upon the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness Guaranteed by such Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the happening immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of an event the Subsidiary Guarantee, including any missed payments. During the continuance of any default (other than a Payment Defaultdefault described in clause (i) that permits or (ii) of the holders of second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to declare which the maturity thereof may be accelerated either immediately without further notice (except such Designated Senior Indebtedness notice as may be required to be due and payable and effect such acceleration) or upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (iia "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such event of default given to from the Company and the Trustee by the representative Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (a “or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice”), then, unless (B) because the default giving rise to such Blockage Notice is no longer continuing (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered) or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor 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 the related Designated Senior Indebtedness of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securitieshas been repaid in full in cash). Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness in respect of which such event Subsidiary Guarantor or the Company or the Representative of default exists such holders has been declared due and payable in its entirety within 179 days accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the such Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notesincluding any missed payments. Any number of Payment Notices may be given; provided, however, that (i) not No more than one Payment Notice shall Blockage Period may be given within a period of commenced in any 360 consecutive days360-day period, and (ii) no default that existed upon the date of such Payment Notice if the representative irrespective of the holders number of defaults with respect to Designated Senior Indebtedness that gave Guaranteed by such Payment Notice knew of Subsidiary Guarantor during such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysperiod. (cb) In furtherance of the provisions of Section 11.01, in the event thatIf, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0212.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of such Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amount of such Subsidiary Guarantor's 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 such Subsidiary Guarantor's Senior Indebtedness, if any, received from the Trusteeholders of such Subsidiary Guarantor's 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 Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Subsidiary Guarantor's Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon outstanding to accelerate the maturity thereof and if the Representative for the respective issue of any Designated Senior Indebtedness Debt gives written notice of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in to the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise Trustee (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Notice”"), then, unless and until such event all events of default has 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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 Debt terminating the Blockage Period (as defined below), during the 180 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment "Blockage Period”) (and such declaration has not been rescinded or waived"), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any other Person on its behalf shall (x) make any payment with respect to pay all sums not paid to any Obligations on the Holders Notes or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due on the Notesdate of delivery of a Default Notice. Any number of Payment Notices Only one such Blockage Period may be given; provided, however, that (i) not more than one Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 10.02(a), and (ii) no event of default that which existed upon or was continuing on the date of such Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave Debt initiating such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information 103 -94- provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 IndebtednessNotes.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off on account of the Notes or otherwise) shall be made on account of the purchase or other acquisition of Notes by or on behalf of the Company Issuer and no deposit pursuant to Section 4.1 shall be made if, at the time of such payment or deposit, there shall have occurred and be continuing a default in the payment of principal of (or premium, if any) or interest on Senior Debt (including without limitation upon acceleration of the maturity thereof) when due (a “Senior Payment Default”). (b) In addition, if any default (other than a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice of lapse of time (or both) would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof (a “Senior Non-monetary Default”) has occurred and is continuing and the Issuer and the Trustee have received written notice thereof from the agent bank for any Credit Facility Debt or from an authorized person on behalf of Designated Senior Debt, then the Issuer may not make any payments on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions purchase or other acquisition of the NotesNotes and may not make any deposit pursuant to Section 4.1, in either case for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise period (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due commencing on the Notes. Any number date the Issuer and the Trustee receive such written notice and ending on the earlier of Payment Notices may be given; provided, however, that (i) not 179 days after such date or on the date on which the Trustee receives notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any Designated Senior Debt, as applicable, rescinding such notice and (ii) the date, if any, on which the Senior Debt to which such default relates is discharged or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration of the Senior Debt. (c) Not more than one Payment Notice shall Blockage Period pursuant to Section 15.2(b) or 15.2(c) may be given within a commenced with respect to the Notes during any period of any 360 consecutive days; provided that, and (iisubject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representatives for, or the holders of, Designated Senior Debt, other than under the Credit Facility Debt, shall not bar the commencement of another Payment Blockage Period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. For all purposes of Section 15.2(b) or 15.2(c), no event of default that existed upon or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt or Credit Facility Debt initiating such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other a second Payment Blockage Period by the representative for, or the holders of, such Designated Senior Debt or Credit Facility 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) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (Upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full in cash, or such payment duly provided for in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made by or on behalf of the Company on account of the principal of, premium, if any, of or interest on or other amounts in respect of the Notes (including or to acquire any repurchases of Notes)the Notes for cash or property, other than Capital Stock of the Company, or on account of the redemption or repurchase provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Defaultor if an event of default would result upon any payment with respect to the Notes) that permits the holders of Designated with respect to any Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Indebtedness, as such event of default is defined therein or in any instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof and, upon written notice thereof given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “"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 the Company on account of or any Subsidiary with respect to the principal of, premium, if any, of or interest on or other amounts in respect of the Notes, Notes for cash or property (other than pursuant to conversion hereunder) or to acquire any of the Notes or on account of the redemption or repurchase and prepayment provisions of the Notes; provided, other than payments made with Junior Securities. Notwithstanding however, that this paragraph (b) shall not prevent the foregoing, unless making of any payment for the Designated longer of (x) 180 days after a Payment Notice shall have been given or (y) any period during which the Senior Indebtedness in respect of which such event of default exists has been declared become due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (by reason of acceleration and such declaration acceleration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless annulled and such Senior Indebtedness has not been paid in full in cash or such payment duly provided for in a Payment Default exists, be required to pay all sums not paid manner satisfactory to the Holders holders of such Senior Indebtedness. Notwithstanding the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; providedforegoing, however, that (i) not more than one Payment Notice shall may be given with respect to the same issue of Senior Indebtedness within a period of any 360 consecutive days, days and (ii) no event of default that in respect of any such Senior Indebtedness which existed upon or was continuing on the date of such any Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement giving of a subsequent Payment Notice unless all events of default in respect of any other such Senior Indebtedness existing or continuing on the date of such first Payment Blockage Period unless such default has Notice shall have been cured or waived for a period of at least 90 180 consecutive daysdays after such date. (c) In furtherance of the provisions of Section 11.015.1, in the event thatif, notwithstanding the foregoing provisions of this Section 11.025.2, any payment on or distribution on account of assets the Notes shall be made by or on behalf of the Company (other than Junior Securities) shall be and received by the Trustee any Holder at a time when such payment or distribution is was prohibited by the provisions of this Section 11.025.2, then unless and until such payment is no longer prohibited by this Section 5.2, such payment or distribution (subject to the provisions of Section 5.6 and 5.7) shall be held in trust for the benefit of and shall be immediately paid over to, the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such the Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts amount remaining unpaid on account of such the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, . The Company shall give prompt written notice to each Holder of any event of default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued which has not been cured or waived within any applicable grace period. Failure of the Company to give such notice shall not affect the subordination of the Notes to the extent necessary to pay or provide for the payment of all such Senior Indebtedness as provided in full in cash after this Section 5. (d) The Company hereby agrees promptly to notify the Holders of any event giving effect rise to any concurrent payment or distribution subordination under Section 5.2(a) and promptly to deliver to the holders Holders a copy of such any Payment Notice under Section 5.2(b), but the failure of the Company to do so shall not affect the subordination of the Notes to the Senior IndebtednessIndebtedness as provided in this Section 5.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off on account of the Notes or otherwise) shall be made on account of the purchase or other acquisition of Notes by or on behalf of the Company Issuer and no deposit pursuant to Section 4.1 shall be made if, at the time of such payment or deposit, there shall have occurred and be continuing a default in the payment of principal of (or premium, if any) or interest on Senior Debt (including without limitation upon acceleration of the maturity thereof) when due (a “Senior Payment Default”). (b) In addition, if any default (other than a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice of lapse of time (or both) would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof (a “Senior Non-monetary Default”) has occurred and is continuing and the Issuer and the Trustee have received written notice thereof from the agent bank for any Credit Facility Debt or from an authorized person on behalf of Designated Senior Debt, then the Issuer may not make any payments on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions purchase or other acquisition of the NotesNotes and may not make any deposit pursuant to Section 4.1, in either case for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise period (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due commencing on the Notes. Any number date the Issuer and the Trustee receive such written notice and ending on the earlier of Payment Notices may be given; provided, however, that (i) not 179 days after such date or on the date on which the Trustee receives notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any Designated Senior Debt, as applicable, rescinding such notice and (ii) the date, if any, on which the Senior Debt to which such default relates is discharged or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration of the Senior Debt. (c) Not more than one Payment Notice shall Blockage Period pursuant to Section 15.2(b) or 15.2(c) may be given within a commenced with respect to the Notes during any period of any 360 consecutive days; provided that, and (iisubject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representatives for, or the holders of, Designated Senior Debt, other than under the Credit Facility Debt, shall not bar the commencement of another Payment Blockage Period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. For all purposes of Section 15.2(b) or 15.2(c), no event of default that existed upon or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt or Credit Facility Debt initiating such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other a second Payment Blockage Period by the representative for, or the holders of, such Designated Senior Debt or Credit Facility 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) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a1) No If any default in the payment (of any principal of or interest on any Specified Senior Indebtedness or any Designated Senior Indebtedness when due and payable, whether at maturity, upon any redemption, by set-off declaration or otherwise) , occurs and is continuing, no payment shall be made by or on behalf of the Company on account of with respect to the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes)or Liquidated Damages, if any, on, or on account of the redemption provisions of other amount owing with respect to, the Notes, or to redeem or acquire any of the Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b2) Upon (i) the happening of an If any event of default (other than a Payment Default) that permits default in payment of the holders principal of or interest on any Designated Senior Indebtedness to declare such Designated Indebtedness) occurs and is continuing in respect of any Senior Indebtedness (or if such an event of default would occur upon any payment of any kind or character with respect to be due and payable and (ii) written notice of the Notes), as such event of default given is defined in such Designated Senior Indebtedness, permitting the holders thereof to accelerate the maturity thereof and if the holder or holders or a representative of such holder or holders gives written notice of the event of default to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment "Default 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 exist or otherwise) may be made by the Trustee receives notice from the holder or on behalf holders of the Company relevant Designated Senior Indebtedness (or a representative of such holder or holders) terminating the Blockage Period (as defined below), during the 179 period after the delivery of such Default Notice (the "Blockage Period"), the Company, or any Person acting on account its behalf, shall not, (x) make any payment or distribution of or with respect to the principal of, premium, if any or interest or Liquidated Damages, if any, or interest on the Noteson, or on account other amounts owing with respect to the Notes or (y) acquire any of the redemption provisions Notes for cash or property or otherwise. At the expiration of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default existssubject to Section 10.03(1), be required promptly pay to the Trustee all sums which the Company would have been obligated to pay all sums not paid to the Holders of the Notes during the Payment such Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notesbut for this Section 10.03(2). Any number of Payment Notices Only one such Blockage Period may be given; provided, however, that (i) not more than one Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 10.03, and (ii) no event of default that which existed upon or was continuing with respect to the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether or not such event of default is to which the Blockage Period relates on the same issue of Designated Senior Indebtedness) date such Blockage Period commenced shall be or be made the basis for the commencement of any other Payment subsequent Blockage Period by the holder or holders of such Designated Senior Indebtedness (or a representative of such holder or holders) unless such event of default has been is cured or waived for a period of at least not less than 90 consecutive days. (c3) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.03(1) or 10.03(2), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trusteeto, to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of the Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness notify the Trustee of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment shall be made on account of principal of, premium, liquidated damages or interest on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) (i) upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise, unless and until all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or duly provided for, or (ii) upon the happening of any default in payment of any principal of, interest on or reimbursement obligations in respect of any Senior Indebtedness when the same becomes due and payable, unless and until such default shall have been cured or waived or shall have ceased to exist. (b) No direct or indirect payment or distribution by or on behalf of the Company in respect of the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) shall be made if, at the time of such payment or distribution there exists or would exist, without regard to any grace period or lapse of time, (i) a default in the payment of any obligations owing with respect to any Senior Indebtedness or (ii) any default under Sections 7.1(g) 6 or 7.1(i) of this Agreement (collectively a "Payment or Bankruptcy Default"). In addition, during the continuance of any other event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, (x) upon receipt by the Company and holders of the Notes of written notice of such event of default and commencement of a "Payment Blockage Period" (as defined below) from the Senior Lender, or (y) if such event of default results from the failure to make any payment due with respect to the Notes, upon the date of such failure, no such payment or distribution may be made by or on behalf of the Company upon or in respect of the Notes for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such failure and ending 180 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the holders of the Notes from the Senior Lender). For all purposes of this Section 4.2(b), a Payment Blockage Period may not be commenced by a holder of Senior Indebtedness until the first Business Day immediately following the next scheduled interest payment date on the Notes occurring after the expiration or termination of any previous Payment Blockage Period. During any Payment Blockage Period or any period commencing on the date of a Payment or Bankruptcy Default ("Monetary Default or Bankruptcy Period") (unless such Monetary Default or Bankruptcy Period or Payment Blockage Period shall be terminated by written notice to the holders of the Notes from the Senior Lender), the holders of the Notes shall not, directly or indirectly, sue xxx, in whole or in part, any payment or distribution in respect of the Note, foreclose on any assets of Company, or file or otherwise commence any bankruptcy or insolvency proceeding against Company unless the maturity of the Senior Indebtedness has been accelerated, and unless the holders of the Notes have notified the holders of the Senior Indebtedness of their intent to take any such action. Until all Senior Indebtedness is paid in full, the holders of the Notes shall not accept or receive, directly or indirectly, any prepayment of the principal indebtedness of the Notes, whether by acceleration or otherwise, without the prior written consent of the Senior Lender; provided, however, no consent shall be required in order to prepay the Notes as contemplated by Section 3 hereof upon the occurrence of a Liquidity Event. Except as otherwise prohibited by this Section 4.2, however, the holders of Notes shall be entitled to receive regularly scheduled payments of interest on, and regularly scheduled payments of principal of, the Notes. Notwithstanding the foregoing, in the event the Notes mature (on the Maturity Date and not by reason of acceleration) during any Monetary Default or Bankruptcy Period, in no event shall such Monetary Default or Bankruptcy Period continue for more than 180 days after the Maturity Date of the Notes. Nothing in this Section 4.2(b) shall impair or prohibit the holder's right to convert any Notes to Common Stock as provided in Section 1.4 of this Agreement. (c) If, notwithstanding the foregoing provisions of this Section 4.2, any payment on account of principal of or interest, premium or liquidated damages on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including and received by any repurchases holder of Notes), or on account of at a time when such payment was prohibited by the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness 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 the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Notice”)this Section 4.2, then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, payment is no payment (longer prohibited by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.024.2, any such payment or distribution of assets of the Company (other than Junior Securities) shall be received and held by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust holder for the benefit of the holders of such Senior Indebtedness, and shall be immediately paid or delivered by over to the TrusteeSenior Lender for application to payment of all Senior Lender's Indebtedness in full, and if any amounts remain, then to the holders of such Senior Indebtedness 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 may have been issued, ratably pro rata according to the aggregate principal respective amounts remaining unpaid on account of such the Senior Indebtedness held 7 or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, unpaid to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash or cash equivalents in accordance with its terms, after giving effect to any concurrent other payment or distribution or provision therefor to or for the holders of Senior Indebtedness, but only to the extent that, upon notice from the Company to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Company and the holders of Notes of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice shall be paid to the holders of Senior Indebtedness. (d) The Company shall give written notice to each holder of Notes of any default or event of default under, or any acceleration of, any Senior Indebtedness promptly upon becoming aware thereof.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment (a "Defeasance Trust ---------------- Payment") from the trust described under Sections 8.02 or 8.03 (a "Defeasance ------- ---------- Trust") but including the establishment of a Defeasance Trust) by set-off or otherwise) shall be made on behalf ----- of the Company of principal of or interest or liquidated damages on the Notes, or for or on account of the purchase, redemption or other acquisition of the Notes by or on behalf of the Company on account of Company, whether pursuant to the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions terms of the Notes, for cash or property (other than Junior Securities)upon acceleration, (i) upon the maturity pursuant to an Offer, a Change of any Senior Indebtedness of the Company 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 at the time of such Senior Indebtedness 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 on Senior Indebtedness portion of the Company when it becomes due and payableobligations on any Designated Senior Debt, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Payment Default”)otherwise, unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to 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 “"Payment Blockage Notice”)") from the holder or holders of such ----------------------- 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 the Company on account of the principal of, premium, if any, of or interest or liquidated damages on the Notes, or for or on account of the purchase, redemption provisions or other acquisition of the NotesNotes by or on behalf of the Company, other than payments made with Junior Securities. Notwithstanding the foregoingto such Holders, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above during a period (the “a "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 Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage PeriodNotice in respect thereof was given, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (iy) not more than one 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 Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Senior Indebtedness that gave Debt, or trustee or agent, giving notice commencing such 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 Indebtednessdefault) shall may be, or be made made, the basis for the commencement of any other 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. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, remedies hereunder; provided that all 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness 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 of such Senior IndebtednessObligations on the Notes.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) -------------------------------------------- shall be made by or on behalf of the Company on account of the principal of, premiumor interest (except, if anyotherwise permissible under the terms of any Note, in the form of Additional Notes) on any Note or interest on the Notes (including to acquire any repurchases of Notes)Note for cash or property, or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities)this Note, (iA) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, of and interest on (including any post-petition interest) such Senior Indebtedness are and all other obligations in respect thereof shall first be paid in full in cash or such payment is duly provided for or (iiB) in the upon an event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness of when the Company when it becomes same become due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “"Payment Default”"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening occurrence of an event of default (other than a Payment Default) that permits with respect to any Senior Indebtedness, as such event of default is defined in the instrument under which it is outstanding, permitting the holders of Designated Senior Indebtedness (or any requisite percentage thereof) to declare such Designated Senior Indebtedness to be due and payable and (ii) accelerate the maturity thereof or demand payment upon written notice of such event of default given to which has been delivered by a holder (or the Company and the Trustee by the representative of the holders requisite percentage thereof) of such Designated Senior Indebtedness or by an appropriate trustee, agent or representative for an issue of Senior Indebtedness (a “"Payment Notice”"), then, unless and until such event of default has shall have been cured or waived or shall have otherwise has ceased to exist, no payment (by set-off or otherwise) may shall be made by or on behalf of the Company on account of the principal of, premiumof or interest (except, if anyotherwise permissible under the terms of any Note, in the form of Additional Notes) on any Note or interest on the Notesto acquire or repurchase any Note for cash or property, or on account of the redemption provisions of the Notesthis Note, other than payments made with Junior Securitiesin any such case. Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 89 days after the Payment Notice is delivered as set forth forth, above (the “"Payment Blockage Period”"), and (ii) (and such declaration has not been rescinded or waived), at the end subject to paragraph (a) of the Payment Blockage Periodthis Section 9.2, the Company shall, unless a Payment Default exists, shall be required to pay all sums not paid to the Holders of the Notes a Holder during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notesany Note. Any number of Payment Notices may be given; provided, however, that (iA) not more than one Payment Notice shall be given within a period of any 360 365 consecutive days, days and (iiB) no event of default that existed upon the date of such Payment Notice if or the representative commencement of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date Blockage Period (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive daysPeriod. (c) In furtherance of the provisions of this Section 11.019.2, in the event thatif, notwithstanding the foregoing provisions of this Section 11.029.2, any payment or distribution of assets of the Company (other than Junior Securities) on account of principal of or interest on any Note or to acquire for cash, property or securities, or on account of the redemption provisions of any Note shall be made by the Company and received by the Trustee any Holder at a time when such payment or distribution is was prohibited by the provisions of this Section 11.029.2, then, unless such payment or distribution is no longer prohibited by this Section 9.2, such payment or distribution shall be received and held in trust by such Holder for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by such Holder (subject to such contractual and legal priorities as may then exist among the Trustee, holders of Senior Indebtedness) to the holders of such Senior Indebtedness of the Company remaining unpaid or to unprovided for or 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 the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the enable payment in full (except as such payment otherwise shall have been provided for) of all such Senior Indebtedness in full in cash of the Company remaining unpaid, after giving effect to all concurrent payments and distributions and all provisions therefor to or for the holders of such Senior Indebtedness, but only to the extent that as to any concurrent holder of such Senior Indebtedness, as promptly as practical after learning that such prohibited payment has been received by a Holder, such holder (or distribution a representative thereof) notifies such Holder of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to such Holder shall be paid to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of Upon the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity occurrence of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, of or interest on or other amounts due on any Designated Senior Indebtedness of the Company when it becomes due and payableor any Guarantor (a "PAYMENT DEFAULT"), whether at maturity no payment of any kind or at character shall be made by the Company or a date fixed for prepayment Guarantor (or by declaration any other Person on its or otherwise (a “Payment Default”), their behalf) with respect to the Note Indebtedness unless and until (i) such Payment Default has shall have been cured or waived in accordance with the instruments governing such Indebtedness or otherwise has shall have ceased to exist, (ii) such Designated Senior Indebtedness has been discharged or paid in full in cash in accordance with the instruments governing such Indebtedness or (iii) the benefits of this sentence have been waived by the holders of such Designated Senior Indebtedness or their representative, including, if applicable, the Agents, immediately after which the Company must resume making any and all required payments, including missed payments, in respect of its obligations under the Notes. (b) Upon (i) the happening occurrence and continuance of an event of default (other than a Payment Default) that permits relating to Designated Senior Indebtedness, as such event of default is defined therein or in the instrument or agreement under which it is outstanding, which event of default, pursuant to the instruments governing such Designated Senior Indebtedness, entitles the holders (or a specified portion of Designated Senior Indebtedness to declare the holders) of such Designated Senior Indebtedness or their designated representative to immediately accelerate without further notice (except such notice as may be due and payable required to effect such acceleration) the maturity of such Designated Senior Indebtedness (whether or not such acceleration has actually occurred) (a "NON-PAYMENT DEFAULT") and (ii) written notice of such event of default given to the receipt by the Trustee and the Company and or any Guarantor from the Trustee by the trustee or other representative of the holders of such Designated Senior Indebtedness of written notice (a “"PAYMENT BLOCKAGE NOTICE") of such occurrence, no payment is permitted to be made by the Company or any Guarantor (or by any other Person on its or their behalf) in respect of the Note Indebtedness for a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt by the Trustee of such notice and ending on the earliest to occur of the following events (subject to any blockage of payments that may then be in effect due to a Payment Notice”), then, unless and until Default on Designated Senior Indebtedness): (w) such event of default Non-payment Default has been cured or waived or otherwise has ceased to exist; (x) a 179-consecutive-day period commencing on the date such written notice is received by the Trustee has elapsed; (y) such Payment Blockage Period has been terminated by written notice to the Trustee from the Trustee or other representative of holders of such Designated Senior Indebtedness, no whether or not such Non-payment Default has been cured or waived or has ceased to exist; and (by set-off z) such Designated Senior Indebtedness has been discharged or otherwisepaid in full in cash, immediately after which, in the case of clause (w), (x), (y) may be made by or on behalf of (z), the Company on account or any Guarantor, as the case may be, must resume making any and all required payments, including missed payments, in respect of the principal of, premium, if any, or interest on its obligations under the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (iA) not more than one Payment Blockage Period may be commenced in any period of 365 consecutive days and (B) no default or event of default with respect to the Designated Senior Indebtedness of the Company or any Guarantor that was the subject of a Payment Blockage Notice which existed or was continuing on the date of the giving of any Payment Blockage Notice shall be given or serve as the basis for the giving of a subsequent Payment Blockage Notice whether or not within a period of any 360 365 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of days unless such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has have been cured or waived for a period of at least 90 consecutive daysdays after such date. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 365-day period in which no Payment Blockage Period is in effect. (c) In furtherance Notwithstanding the foregoing, Holders of Notes may receive and retain Permitted Junior Securities and payment from the provisions of Section 11.01, in money or the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be proceeds held in any defeasance trust for the benefit of the holders of such Senior Indebtednessdescribed under Article 8, and shall no such receipt or retention will be paid contractually subordinated in right of payment to any Senior Indebtedness or delivered by the Trustee, subject to the holders of such Senior Indebtedness 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 may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness restrictions described in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessthis Article 10.

No Payment on Notes in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf distribution of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities)Capital Stock of the Company or other securities of the Company that are subordinated to Senior Indebtedness to at least the same extent as this Note) of the Company will be made on account of principal of, or interest on, this Note, or to defease or acquire this Note (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are shall first be paid in full in cash cash, or such payment duly made in a manner satisfactory to the holders of such Senior Indebtedness (or a trustee or authorized agent on behalf thereof), (ii) in the event of default that the Company defaults in the payment of any principal of, premium, if any, or interest on or any other amounts payable on or due in connection with any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration acceleration or otherwise (a “Payment Default”)otherwise, unless and until such Payment Default default has been cured or waived in writing or otherwise has ceased to exist. , (biii) Upon in the event any judicial proceeding shall be pending with respect to any of the events described in clauses (i), (ii) the happening or (iv) of an event of this Section 2.2(a) or (iv) any other default (other than a Payment Default) shall have occurred and be continuing that permits would permit the holders (or a trustee or authorized agent on behalf thereof) of Designated the Senior Indebtedness to declare such Designated accelerate the maturity of Senior Indebtedness to be due and payable and (ii) Indebtedness, upon written notice (a “Payment Blockage Notice”) of such event of the default given to the Company and the Trustee Holder by the holders of, or an agent, trustee or other representative of for, such Senior Indebtedness. In any such event described in the holders of such Designated Senior Indebtedness (a “Payment Notice”), thenpreceding sentence, 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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived in writing, no payment or distribution of cash or property (other than Capital Stock of the Company or other securities of the Company that are subordinated to Senior Indebtedness to at least the same extent as this Note) may be made by the Company with respect to the principal of, or interest on, this Note or to acquire or repurchase this Note for cash or property other than Capital Stock of the Company or such subordinated securities. With respect to clause (iv) above, if such Senior Indebtedness is not declared due and payable within 150 days after the Payment Blockage Notice is given, promptly after the end of the 150-day period, the Company will pay all sums due in respect of this Note and not paid during the 150-day period. Payments on this Note may and shall be resumed in the case of a payment default upon the date on which such default is cured or waived. During any 540-day consecutive period, only one such period during which payment with respect to this Note may not be made pursuant to clause (iv) above may commence and the duration of such period may not exceed 150 days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Holder shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived for a period of at least not fewer than 90 consecutive days. (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, If any payment or distribution of assets of the Company (other than Junior Securities) shall be is received by the Trustee Holder in respect of this Note at a time when such that payment or distribution is prohibited by the provisions should not have been made because of this Section 11.022,2(a), such payment or distribution shall will be received and held in trust for the benefit of the holders of such Senior Indebtedness, and shall will be forthwith paid or delivered by the Trustee, over to the holders of such Senior Indebtedness remaining unpaid or (pro rata as to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any each of such Senior Indebtedness may have been issued, ratably according to holders on the aggregate principal basis of the respective amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of them) until all such Senior Indebtedness remaining unpaidhas been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment payment, distribution or distribution provision therefor to the holders of such Senior Indebtedness.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the Company and the Trustee by the representative of instrument creating or evidencing such 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 Designated Senior Debt gives written notice of the event of default to the Trustee and each Paying Agent (a “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 exist, no payment (by set-off exist or otherwise) may be made by or on behalf the Trustee and each Paying Agent receives notice thereof from the Representative for the respective issue of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within Debt terminating the Blockage Period (as defined below), during the 179 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment "Blockage Period”) (and such declaration has not been rescinded or waived"), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to pay all sums not paid to any Obligations on the Holders Notes (other than payment of amounts already deposited in accordance with the defeasance provisions of this Indenture) or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. days (c) In furtherance it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the provisions date of Section 11.01commencement of such Blockage Period that, in the either case, would give rise to an event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture default pursuant to any provisions under which any instruments evidencing any an event of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account default previously existed or was continuing shall constitute a new event of such Senior Indebtedness held or represented by each, default for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessthis purpose).

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of any Guarantor with respect to any obligations on the Company on account Guarantee whether pursuant to the terms of the Guarantee or 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 principal of, premium, if any, or interest on on, any Guarantor Senior Indebtedness with a principal amount in excess of $5.0 million (and the Notes (including any repurchases of NotesTrustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on account behalf of the redemption provisions holders of such Guarantor Senior Indebtedness. In addition, during the continuance of any other event of default with respect to any Designated Senior Indebtedness (which Designated Senior Indebtedness is also Guarantor Senior Indebtedness of such Guarantor) pursuant to which the maturity thereof may be accelerated, upon the occurrence of (x) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their Representatives, or (y) if such event of default results from the acceleration of the Notes, no such payment may be made by the Guarantor upon or in respect of the Guarantee of such Guarantor for cash a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or property the date of such acceleration and ending 179 days thereafter (other than Junior Securities), (i) upon unless such Payment Blockage Period shall be terminated by written notice to the maturity Trustee from the holders of any a majority of the outstanding principal amount of such Designated Senior Indebtedness or their Representatives who delivered such notice). Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 179 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of the Company by lapse 360 consecutive days. For all purposes of timethis paragraph, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full in cash or (ii) in the no event of default in which existed or was continuing on the payment date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Indebtedness or their Representatives whether or not within a period of 360 consecutive days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of principal of, premium, if any, or interest on on, the Guarantee of such Guarantor before all Guarantor Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness is paid in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice if the representative of the holders of Designated Senior Indebtedness that gave such 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) shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (c) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time when such payment or distribution is prohibited by the provisions of this Section 11.02full, such payment or distribution shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such the Senior Indebtedness, and shall be paid or delivered by the Trustee, to the holders of such Senior Indebtedness 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 may have been issuedrespective Representatives, ratably according to the aggregate principal respective amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, for application and shall be paid over or delivered to the payment holders of all such the Guarantor Senior Indebtedness remaining unpaid, unpaid to the extent necessary to pay make payment in full of all Guarantor Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to or provide for the payment holders of all such 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 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 Twelve 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 thereafter due or declared to 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 Obligations on the holders of such Senior IndebtednessGuarantees.

No Payment on Notes in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company 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 are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such 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 Payment Default) that permits occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness Debt then outstanding to be due accelerate the maturity thereof and payable and (ii) if the Representative for the respective issue of Designated Senior Debt gives written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “Payment Default Notice”), then, unless and until all such event events of default has 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 thereof from the Representative for the respective issue of the Company on account of the principal of, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notes, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within Debt terminating the Blockage Period (as defined below), during the 179 days after the Payment delivery of such Default Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, neither the Company shall, unless a Payment Default exists, be required nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to pay all sums not paid to any Obligations on the Holders Notes (other than payment of amounts already deposited in accordance with the defeasance and satisfaction and discharge provisions of this Indenture) or (y) acquire any of the Notes during for cash or property or otherwise. Notwithstanding anything herein to the Payment contrary, in no event will a Blockage Period due to extend beyond 180 days from the foregoing prohibitions and to resume all other payments as and when due date the payment on the Notes. Any number of Payment Notices Notes was due and only one such Blockage Period may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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 provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time Trustee, any Paying Agent or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be forthwith paid over or delivered by the Trusteeto, to the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Indebtedness remaining unpaid Debt held by such 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 as their respective interests may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, appear for application to the payment of such Senior Debt until all such Senior Indebtedness remaining unpaidDebt shall have been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior IndebtednessDebt. The Trustee and each Paying Agent shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee or any Paying Agent shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten 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 Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.

No Payment on Notes in Certain Circumstances. (a) No Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment (when due, whether at maturity, upon 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 Senior Debt, and such default shall be made not have ceased to exist or have been cured or waived by or on behalf of the Company on account holders of the principal ofsuch Senior Debt, premiumno payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), if anyby set-off or other wise, or interest on the Notes (including any repurchases of Notes)shall be made by, or on account of behalf of, the redemption provisions of Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, in each case, other than payments in Junior Securities. In addition, unless and until all principal of, premiumSection 10.03 shall be applicable, if anyany other event of default occurs and is continuing with respect to any Senior Debt, and interest on as such event of default is defined in the instrument creating or evidencing such Senior Indebtedness are first paid in full in cash or (ii) in Debt, permitting the holders of such Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the Senior Debt gives notice of the event of default in to the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise Trustee (a “Payment Default”), unless and until such 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 Payment Default) that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness (a “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 thereof from the Representative for the respective issue of Senior Debt terminating the Blockage Period (as defined below), no during the 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or otherwise, with respect to any Obligations on the Notes or (y) may be made by or on behalf acquire any of the Company on account of the principal ofNotes for cash or property or otherwise, premium, if any, or interest on the Notes, or on account of the redemption provisions of the Notesin each case, other than payments made with in Junior Securities. Notwithstanding anything herein to the foregoingcontrary, unless in no event will a Blockage Period extend beyond 179 days from the Designated Senior Indebtedness in respect of which such event of default exists has been declared date the payment on the Notes was due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the “Payment Blockage Period”) (and only one such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall, unless a Payment Default exists, be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one 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 Payment Notice if the representative commencement of any Blockage Period with respect to the holders of Designated Senior Indebtedness that gave such 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) shall be made made, the basis for the commencement of any other Payment a second Blockage Period by the Representative of the 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 provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cb) In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment or distribution is prohibited by the provisions of this Section 11.0210.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of 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 TrusteeSenior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid Debt. Nothing contained in this Article Ten 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 their representative pursue any rights or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessremedies hereunder.