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

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), there must or on account of any redemption provisions of such Securities, in the event of default in payment of any principal of, premium (if any) or interest on any Senior Indebtedness of the Company when the same 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) No payment shall be 180 consecutive made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of any redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 1302(b) for more than 179 days after an applicable Payment Notice has been received by the Trustee unless the Designated Senior Indebtedness in any 360-day period respect of which such event of default exists has been declared due and payable in its entirety, in which case no Payment Blockage Period is such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 1301, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1302, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 1302, then, unless such payment or distribution is no longer prohibited by this Section 1302, such payment or distribution (asubject to the provisions of Section 1307) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default specified with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture those Securities (including any repurchases of those Securities pursuant to the contraryprovisions thereof at the option of the Holder of those Securities) for cash or property (other than Junior securities of the Company), there must be 180 consecutive days or on account of any redemption provisions of those Securities, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Indebtedness of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment Default"), unless and until that Payment Default has been cured or waived or otherwise has ceased to exist. (b) Unless otherwise specified with respect to Securities of a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Payment Blockage Period Additional Amounts with respect to the Securities of any series or to acquire any of those Securities (including any repurchases of those Securities pursuant to the provisions thereof at the option of the Holder of those Securities) for cash or property (other than Junior securities of the Company), or on account of the redemption provisions of those Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Debt initiating such Payment Blockage Period shall be, Indebtedness permitting the holders of that Designated Senior Indebtedness (or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for on behalf of the holders of such thereof) to declare that Designated Senior DebtIndebtedness due and payable prior to the date on which it would otherwise have become due and payable, whether on written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or not within a period trustee or other representative on behalf of 360 consecutive daysthe holders thereof) (the "Payment Blocking Notice"), unless such and until that event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than 179 days after an applicable Payment Blocking Notice has been received by the Trustee unless the Designated Senior Indebtedness in respect of which that event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until that acceleration has been rescinded or annulled or that Designated Senior Indebtedness has been paid in full. Unless otherwise specified with respect to Securities of a series as contemplated by Section 2.01, no event of default that existed or was continuing on the date of any Payment Blocking Notice (whether or not that event of default is on the same issue of Designated Senior Indebtedness) may be made the basis for the giving of a second Payment Blocking Notice, and only one such Payment Blocking Notice may be given in any period of not less than 90 365 consecutive days. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of the Securities of any Holder series or any Paying Agent with respect thereto at a time when such that payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless that payment or distribution is no longer prohibited by this Section 10.02, that payment or distribution (asubject to the provisions of Section 10.07) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holders or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing that Senior Indebtedness of such Senior Debt the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of that Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company in full after giving effect to all concurrent payments and distributions to or for the holders of that Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, of or interest and or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, of or interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt or their respective representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or indirect otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment by duly provided for or other provision made therefor in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made (i) on behalf account of principal of or interest on any of the Company Securities or (ii) to acquire any of the Securities for cash or property other than capital stock of the Company. (b) Upon the happening of an event of default (or if an event of default would result upon any payment with respect to any of the Securities) with respect to any Senior Indebtedness, as such event of default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof and (if the default is other than (i) default in payment of the principal ofof or interest on or other amount due in connection with such Senior Indebtedness or (ii) a default for which notice is required to be sent under the terms of such Senior Indebtedness by the holders thereof or their Representative) upon written notice thereof given to the Company and the Trustee by the holders of such Senior Indebtedness or their Representative, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of or interest and premiumon any of the Securities or to acquire any of the Securities for cash or property other than capital stock of the Company; PROVIDED, HOWEVER, that if anysuch default is a default other than a default referred to in clause (i) of this Section 3.02(b), nothing contained in this Section 3.02(b) shall prevent the Company from making payments of interest, when due, on each and all any of the Securities. (c) In the event that notwithstanding the provisions of this Section 3.02 the Company shall make any payment to the Trustee on account of the principal of or interest on any of the Securities (other than with as permitted by Section 3.02(b)) after the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms happening of an event of default of the Securities type specified in clauses (i) or upon acceleration (ii) of Section 3.02(b) above or otherwise shall be made if, at after receipt by the time Company and the Trustee of such payment, there exists a default written notice as provided in the payment of all or any portion of the obligations on any Senior Debt 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 Debt. (bSection 3.02(b) During the continuance above of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be acceleratedIndebtedness, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived for a period or shall have ceased to exist, such payment (subject to the provisions of not less than 90 consecutive days. (cSections 3.06 and 3.07) In the event that, notwithstanding the foregoing, any payment shall be received held by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid forthwith over or and delivered to, the holders of Senior Debt Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their respective representatives, Representative or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only for application to the payment of all Senior Indebtedness remaining unpaid to the extent thatnecessary to pay all Senior Indebtedness in full in accordance with its terms, upon notice from the Trustee after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid of any default under any Senior Indebtedness or under any agreement pursuant to the holders of which Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company Issuer of principal of or interest on the principal ofSecurities, interest and premium, if any, on each and all of including any deposit to the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)pursuant to Section 8.03, whether pursuant to the terms of the Securities Securities, upon acceleration, pursuant to an Asset Sale Offer or upon acceleration Change of Control Offer or otherwise otherwise, shall be made if, at to the time of such payment, there exists Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of all the principal of or any portion of the obligations interest on any Designated Senior Debt occurs and such default shall not have been cured is continuing beyond any applicable period of grace or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debt. (bii) During the continuance of any other event of default occurs and is continuing with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the that permits holders of such the Designated Senior Debt (or as to which such default relates to accelerate its maturity and the holders of at least Trustee receives a majority in principal amount written notice of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period default (a “Payment Blockage PeriodNotice”) commencing on from the date Issuer or the holders of receipt of such notice and ending 179 days thereafter any Designated Senior Debt (unless, in each case, such Payment Blockage Period has been terminated by written notice with a copy to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such event nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of default any Designated Senior Debt has been cured or waivedaccelerated (and written notice of such acceleration has been received by the Trustee). Not Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being acknowledged understood that any subsequent action that action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to an event of such a default pursuant to any provision provisions under which an event of a 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (cb) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 10.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Debt that such prohibited payment has been made, the holders of the such Designated Senior Debt (or their representative or representatives of or a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyDebt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Subordinated Obligations, whether pursuant to the terms of the Securities Notes or upon acceleration or otherwise shall be made if, at the time of such payment, payment there exists a default in the payment of all or any portion of the obligations on any Senior Debt and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders holder of such Senior Debt. (b) During In the continuance event of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the receipt by the Trustee holder of the Notes of written notice from the trustee or other representative for the holders of such a Designated Senior Debt (Creditor or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Company, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) Subordinated Obligations may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice and ending 179 270 days thereafter (unless, in each case, unless such Payment Blockage Period has been shall be terminated by written notice to the Trustee holder from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such a Designated Senior Creditor or all defaults with respect to Senior Debt or such event of default has shall have been cured or waived). Not more than one For purposes of this Section 2(b), after the commencement of a Payment Blockage Period, no subsequent Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within unless a period of 360 30 consecutive daysdays has passed since the termination of the immediately preceding Payment Blockage Period. Subject to the preceding sentence, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive dayssuccessive Payment Blockage Periods may be commenced hereunder. (c) In the event that, notwithstanding the foregoingforegoing provisions of this Section 2, any payment shall be received by the Trustee or any Holder holder of a Note when such payment is prohibited by clause (aSection 2(a) or (b2(b) aboveof this Subordination Agreement, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct Except as otherwise specified pursuant to Section 301, (1) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or indirect annulled) or otherwise, or upon any payment default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full, or such Senior Indebtedness, before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series. (2) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of clause (1) of this Section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company, the Subsidiary Guarantors, and the Trustee by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. Indebtedness (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding“Default Notice”), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist, no direct or indirect payment shall be made by the Subsidiary Guarantor with respect to its Subsidiary Guarantee provided, that this clause (2) shall not prevent the making of any payment (which is not otherwise prohibited by clause (1) of this Section) for a period more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of not less than 90 consecutive dayswhich such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. (c3) In the event thatIf, notwithstanding the foregoingforegoing provisions of this Section, any payment with respect to the Subsidiary Guarantee shall be received by the Trustee or Trustee, by any Holder when or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer prohibited by clause (a) or (b) abovethis Section, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment (subject to the provisions of Section 1803) shall be held in trust for the benefit ofof the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment has been madeor prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such Subsidiary Guarantors shall give written notice from the Trustee notify to the Trustee of any event prohibiting payments on its Subsidiary Guarantee and, in such event, shall provide to the amounts then due Trustee, in the form of an Officers’ Certificate, the names and owing on addresses of the holders of such Senior DebtIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and only any other information which the amounts specified Trustee may reasonably request to comply with this Article. In the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such person furnish evidence reasonable to it as to the extent such person is entitled to participate in such notice payment or distribution and as to other facts pertinent to the rights of such persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such person pending judicial determination as to the holders right of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid person to the Companyreceive such payment.

No Payment on Securities in Certain Circumstances. (a) No direct Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or indirect payment by or on behalf otherwise, of the Company of the any principal of, interest and premiumon, if anyunpaid drawings for letters of credit issued in respect of, on each and all of the Securities (other than or regularly accruing fees with the moneyrespect to, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest any kind or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may character shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Company upon Subsidiary Guarantees of any Guarantor or in respect to acquire any of the Securities Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a period (a “Payment Blockage Period”) commencing trust described under Article VIII so long as, on the date of receipt of such notice and ending 179 days thereafter (unless, in each caseor dates the respective amounts were paid into the trust, such Payment Blockage Period has been terminated by written notice payments were made with respect to the Trustee from such trustee ofSubsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, or unless Section 12.03 shall be applicable, if any other representatives forevent of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or as such event of default has is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waivedwaived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Not more than Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one Payment such Guarantor Blockage Period may be commenced with respect to the Securities during within any 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. No event of default that which existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Guarantor Blockage Period by the trustee or other representative for the holders Representative of such Designated Guarantor Senior Debt, Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. days (c) 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). In the event that, notwithstanding the foregoingforegoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such prohibited payment and Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, but only for application to the extent thatpayment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, upon notice from the Trustee distribution or provision therefor to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Designated Guarantor Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment shall be made by or on behalf of the Company on account of the principal of, interest and premium, premium (if any, ) or interest on each and all or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Securities Holder of such Securities) for cash or property (other than with Junior Securities of the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureCompany), whether pursuant to the terms or on account of the Securities or upon acceleration or otherwise shall be made if, at the time any redemption provisions of such paymentSecurities, there exists a in the event of default in the payment of all any principal of, premium (if any) or any portion of the obligations interest on any Senior Debt Indebtedness of the Company when the same 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt No payment (by the Trustee of written notice from the trustee set-off or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior Securities), there must or on account of the redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be 180 consecutive prevented pursuant to this Section 1302(b) for more than 179 days after an applicable Payment Notice has been received by the Trustee unless the Designated Senior Indebtedness in any 360-day period respect of which such event of default exists has been declared due and payable in its entirety, in which case no Payment Blockage Period is such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 1301, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1302, any payment or distribution of assets of the Company (other than Junior Securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 1302, then, unless such payment or distribution is no longer prohibited by this Section 1302, such payment or distribution (asubject to the provisions of Section 1307) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct Except as otherwise specified pursuant to Section 301, (1) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or indirect annulled) or otherwise, or upon any payment default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full, or such Senior Indebtedness, before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series. (2) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of clause (1) of this Section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. Indebtedness (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding“Default Notice”), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist, no direct or indirect payment shall be made by the Company with respect to the principal of, or interest on, the Securities of such series and the coupons, if any, appertaining thereto or to acquire any of such Securities or on account of the redemption provisions of the Securities of such series and the coupons, if any, appertaining thereto; provided , that this clause (2) shall not prevent the making of any payment (which is not otherwise prohibited by clause (1) of this Section) for a period more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of not less than 90 consecutive dayswhich such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. (c3) In the event thatIf, notwithstanding the foregoingforegoing provisions of this Section, any payment on account of principal of, or interest on, the Securities of such series or of any coupon appertaining thereto shall be received by the Trustee Trustee, by and Holder or by any Holder when Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer prohibited by clause (a) or (b) abovethis Section, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment (subject to the provisions of Section 1603) shall be held in trust for the benefit ofof the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment has been madeor prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such Company shall give written notice from the Trustee notify to the Trustee of any event prohibiting payments on account of principal of, or interest on, the amounts then due Securities of any series and owing on any coupons appertaining thereto and, in such event, shall provide to the Trustee, in the form of an Officers’ Certificate, the names and addresses of the holders of such Senior DebtIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and only any other information which the amounts specified Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1602 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such person furnish evidence reasonable to it as to the extent such person is entitled to participate in such notice payment or distribution and as to other facts pertinent to the rights of such persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such person pending judicial determination as to the holders right of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid person to the Companyreceive such payment.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, of or interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 principal of or interest on any Senior Debt 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 the Senior Debt. (b) During Indebtedness. In addition, during the continuance of any other event of default with respect to any Designated Senior Debt Indebtedness pursuant to which the maturity thereof may be accelerated, upon the occurrence of (a) receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in of the outstanding principal amount of such the Designated Senior Debt then outstanding)Indebtedness or their Representative, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “"Payment Blockage 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, in each case, unless such Payment Blockage Period has been shall be terminated by written notice to the Trustee from such trustee of, or other representatives for, such the holders or by payment in full in cash or cash equivalents of such a majority of the outstanding principal amount of the Designated Senior Debt Indebtedness or their Representative who delivered such notice). Notwithstanding anything herein to the contrary, in no event of default has been cured or waived)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 Securities during any period of 360 consecutive days. Notwithstanding anything in For all purposes of this Indenture to the contraryparagraph, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that which existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, Indebtedness or their Representative whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (cb) In furtherance of the provisions of Section 10.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.2, any payment on account of principal of or interest on the Securities or to redeem (or make a deposit in redemption of), defease or acquire any of the Securities 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 Section 10.6) shall be received and held in trust by the Trustee or any such Holder when such payment is prohibited by clause (a) or (b) above, Paying Agent for the Trustee shall promptly notify benefit of the holders of Senior Debt Indebtedness or their Representative, ratably according to the respective amounts of such prohibited payment and such payment shall be the Senior Indebtedness held in trust for the benefit ofor represented by each, and shall be paid over or delivered to, to the holders of the Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only Indebtedness remaining unpaid to the extent that, upon notice from the Trustee necessary to enable payment in full in cash and cash equivalents to the holders of Senior Debt that Indebtedness of all Senior Indebtedness remaining unpaid, after giving effect to all concurrent payments and such prohibited payment has been made, distributions to or for the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid to the holders of Senior Debt any default or event of default, and any excess above such amounts due and owing on cure or waiver thereof, or any acceleration under any Senior Debt shall be paid Indebtedness or under any agreement pursuant to the Companywhich Senior Indebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company Partnership of the principal of, of or interest and or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, of or interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company Partnership upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Persons making payment or distribution of the assets of the Partnership for application to the payment of all Senior Debt or their respective representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, of or interest and or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, of or interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, or interest on each and all the Company of principal of, premium, if any, or interest on the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, payment there exists a default in the payment of all or any portion of the obligations principal of, premium, if any, or interest on any Designated Senior Debt (and the Trustee 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 behalf of the holders of such Designated Senior Debt. (b) During . In addition, during the continuance of any other event of default with respect to any Designated Senior Debt (i) the Credit Facility pursuant to which the maturity thereof may be accelerated, upon the occurrence of (a) receipt by the Trustee of written notice from the Credit Agent, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment may be made by or on behalf of the Company upon or in respect of the Securities for a period ("Payment Blockage 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 such Payment Blockage Period shall be terminated by written notice to the Trustee from the Credit Agent), or (ii) any other Designated Senior Debt, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in aggregate principal amount of such other Designated Senior Debt then outstanding), no such payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) Period commencing on the date of receipt of such notice and ending 179 119 days thereafter (unless, in each case, unless such Payment Blockage Period has been shall be terminated by written notice to the Trustee from such trustee of, or other representatives forrepresentative commencing the Payment Blockage Period). Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 179 days from the date on which such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to ; PROVIDED that the contrary, there must be 180 consecutive days in any 360-day period in which no commencement of a Payment Blockage Period is in effectby the holders of Designated Senior Debt other than under the Credit Facility shall not bar the commencement of another Payment Blockage Period by the Credit Agent within such period of 360 consecutive days. No event For all purposes of default that this paragraph, no Event of Default which existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less loss than 90 consecutive days. (cb) In furtherance of the provisions of Section 10.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.2, any payment on account of principal of, premium, if any, or interest on the Securities or to redeem (or make a deposit in redemption of), defease or acquire any of the Securities 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 hold 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 Section 10.6) shall be received and held in trust by the Trustee or any such Holder when such payment is prohibited by clause (a) or (b) above, Paying Agent for the Trustee shall promptly notify benefit of the holders of Senior Debt Indebtedness, or their respective representative, ratably according to the respective amounts of such prohibited payment and such payment shall be Senior Indebtedness held in trust for the benefit ofor represented by each, and shall be immediately paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (Indebtedness remaining unpaid to the extent necessary to make payment in full, in cash or their representative cash equivalents, to the holders of all Senior Indebtedness remaining unpaid, after giving effect to all concurrent payments and such distributions to or representatives for the holders 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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid to and the holders Holders of Senior Debt any default or event of default, and any excess above such amounts due and owing on cure or waiver thereof, or any acceleration under any Senior Debt shall be paid Indebtedness or under any agreement pursuant to the Companywhich Senior Indebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or indirect annulled) or otherwise, or upon any payment by default (with or on behalf without the giving of the Company notice or lapse of the principal oftime or both, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities instrument governing such Senior Indebtedness, and without any waiver 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 on forgiveness) with respect to any Senior Debt and Indebtedness, all amounts payable thereon shall first be paid in full, or such default shall not have been cured payment duly provided for in cash or waived or the benefits of this sentence waived by or on behalf of in a manner satisfactory to the holders of such Senior DebtIndebtedness, before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series. (b) During the continuance of any other event of Upon a default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities Indebtedness (other than with under circumstances when the moneyterms of paragraph (a) of this Section are applicable), securities as such default is defined therein or proceeds held in the instrument under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee agent or other representative for agents under the holders of such Designated Senior DebtBank Credit Agreement ("Default Notice"), whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist, no direct or indirect payment shall be made by the Company with respect to the principal of, or interest on, the Securities of such series and the coupons, if any, appertaining thereto (other than payments made in Junior Securities) or to acquire any of such Securities or on account of the redemption provisions of the Securities of such series and the coupons, if any, appertaining thereto; provided, however, that this paragraph (b) shall not prevent the making of any payment (which is not otherwise prohibited by paragraph (a)) for more than 120 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. Notwithstanding the foregoing, not more than one Default Notice shall be given with respect to Senior Indebtedness within a period of not less than 90 240 consecutive days. (c) In the event thatIf, notwithstanding the foregoingforegoing provisions of this Section, any payment on account of principal of, or interest on, the Securities of such series or of any coupon appertaining thereto shall be received by the Trustee or Trustee, by any Holder when or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer prohibited by clause (a) or (b) abovethis Section, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment (subject to the provisions of Sections 1206 and 1207) shall be held in trust for the benefit ofof the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment has been madeor prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such Company shall give written notice from the Trustee notify to the Trustee of any event prohibiting payments on account of principal of, or interest on, the amounts then due Securities of any series and owing on any coupons appertaining thereto and, in such event, shall provide to the Trustee, in the form of an Officers' Certificate, the names and addresses of the holders of such Senior DebtIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and only any other information which the amounts specified Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1203 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such person furnish evidence to its reasonable satisfaction as to the amount of Senior Indebtedness held by each such person, as to the extent such person is entitled to participate in such notice payment or distribution and as to other facts pertinent to the rights of such persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such person pending judicial determination as to the holders right of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid person to the Companyreceive such payment.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default specified with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), there must be 180 consecutive days or on account of any redemption provisions of such Securities, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Indebtedness of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Unless otherwise specified with respect to Securities of a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Payment Blockage Period Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of the redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for Indebtedness permitting the holders of such Designated Senior DebtIndebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, whether upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or not within a period trustee or other representative on behalf of 360 consecutive daysthe holders thereof) (the "Payment Blocking Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than 179 days after an applicable Payment Blocking Notice has been received by the Trustee unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in full. Unless otherwise specified with respect to Securities of a period series as contemplated by Section 2.01, no event of default that existed or was continuing on the date of any Payment Blocking Notice (whether or not less than 90 consecutive dayssuch event of default is on the same issue of Designated Senior Indebtedness) may be made the basis for the giving of a second Payment Blocking Notice, and only one such Payment Blocking Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of the Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Subordinated Obligations, whether pursuant to the terms of the Securities Note or upon acceleration or otherwise shall be made if, at the time of such payment, payment there exists a default in the payment of all or any portion of the obligations on any Senior Debt and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders holder of such Senior Debt. (b) During In the continuance event of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the receipt by the Trustee holder of the Note of written notice from the trustee or other representative for the holders of such a Designated Senior Debt (Creditor or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Company, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) Subordinated Obligations may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice and ending 179 270 days thereafter (unless, in each case, unless such Payment Blockage Period has been shall be terminated by written notice to the Trustee holder from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such a Designated Senior Creditor or all defaults with respect to Senior Debt or such event of default has shall have been cured or waived). Not more than one For purposes of this Section 2(b), after the commencement of a Payment Blockage Period, no subsequent Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within unless a period of 360 30 consecutive daysdays has passed since the termination of the immediately preceding Payment Blockage Period. Subject to the preceding sentence, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive dayssuccessive Payment Blockage Periods may be commenced hereunder. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder holder when such payment is prohibited by clause (aSection 2(a) or (b2(b) aboveof this Subordination Agreement, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), there must or on account of any redemption provisions of such Securities, in the event of default in payment of any principal of, premium (if any) or interest on any Senior Indebtedness of the Company when the same 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) No payment shall be 180 consecutive made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of the redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than 179 days after an applicable Payment Notice has been received by the Trustee unless the Designated Senior Indebtedness in any 360-day period respect of which such event of default exists has been declared due and payable in its entirety, in which case no Payment Blockage Period is such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company of principal of or interest on the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Securities, whether pursuant to the terms of the Securities Securities, upon acceleration, pursuant to an Offer to Purchase or upon acceleration or otherwise otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt 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 Designated Senior Debt. (b) During Indebtedness. In addition, during the continuance of any other non-payment event of default with respect to any Designated Senior Debt 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 other representative for agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated 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 Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Indebtedness, no direct or indirect payment (excluding any payment or distribution of the principal of, interest or premium, if any, on each Permitted Junior Securities and all of the Securities (other than with the money, securities or proceeds held under excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment) may shall be made by or on behalf of the Company upon of principal of or in respect of interest on the Securities for Securities, to such Holders, during a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter thereafter. Notwithstanding anything herein or in the Securities to the contrary, (unless, x) in each case, such no event shall a Payment Blockage Period has been terminated by written notice to extend beyond 179 days from the Trustee from such trustee ofdate the Payment Blockage Notice in respect thereof was given, or other representatives for, such holders or by payment (y) there shall be a period of at least 181 consecutive days in full each 360-day period when no Payment Blockage Period is in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360No non-day period in which no Payment Blockage Period is in effect. No payment event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall (to the 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) may be, or shall be made, the basis for the commencement of a second any other Payment Blockage Period by the trustee holder or other representative for the holders of such Designated Senior DebtIndebtedness 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 non-payment event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (cb) In the event that, notwithstanding the foregoing, any the Company shall have made payment shall be received by to the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 8.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, 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, the holders of Designated Senior Debt Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Debt Indebtedness that such prohibited payment has been made, the holders of the Designated Senior Debt Indebtedness (or their representative or representatives of or a trusteetrustee or trustees) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Designated Senior DebtIndebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment shall be made by or on behalf of the Company on account of the principal of, interest and premium, premium (if any, ) or interest on each and all or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Securities Holder of such Securities) for cash or property (other than with Junior Securities of the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureCompany), whether pursuant to the terms or on account of the Securities or upon acceleration or otherwise shall be made if, at the time any redemption provisions of such paymentSecurities, there exists a in the event of default in the payment of all any principal of, premium (if any) or any portion of the obligations interest on any Senior Debt Indebtedness of the Company when the same 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt No payment (by the Trustee of written notice from the trustee set-off or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior Securities of the Company), there must or on account of the redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be 180 consecutive prevented pursuant to this Section 1302(b) for more than 179 days after an applicable Payment Notice has been received by the Trustee unless the Designated Senior Indebtedness in any 360-day period respect of which such event of default exists has been declared due and payable in its entirety, in which case no Payment Blockage Period is such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 1301, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1302, any payment or distribution of assets of the Company (other than Junior Securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 1302, then, unless such payment or distribution is no longer prohibited by this Section 1302, such payment or distribution (asubject to the provisions of Section 1307) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by set-off or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise 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 Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon Company, as applicable, on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities), or on account of the redemption provisions of the Securities or any obligation in respect of the Securities Securities, for a period Cash or property, (a “Payment Blockage Period”i) commencing upon the maturity of any Secured Portfolio Debt of the Company, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of and the interest on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment Secured Portfolio Debt are first paid in full in cash Cash or cash equivalents of such Designated Senior Debt Cash Equivalents, or such (ii) in the event of default in the payment of any principal or interest on or fee in respect of Secured Portfolio Debt 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). Not more than one Payment Blockage Period waived or otherwise has ceased to exist; provided that the Company may be commenced pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Secured Portfolio Debt with respect to the Securities during any 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 such payment default has occurred and is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive dayscontinuing. (cb) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 11.2, any payment or distribution of assets of the Company shall be received by the Trustee or any Holder the Securityholders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe provisions of this Section 11.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of such Secured Portfolio Debt, and shall be paid over or delivered to, by the holders of Senior Debt Trustee or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issuedSecurityholders, as their respective interests the case may appearbe, but only to the extent that, upon notice from the Trustee to the holders of Senior such Secured Portfolio Debt that such prohibited payment has been maderemaining unpaid or to their Representative or Representatives, ratably according to the holders of the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt aggregate principal amounts remaining unpaid on account of such notice from the Trustee notify the Trustee of the amounts then due and owing on the Senior DebtSecured Portfolio Debt held or represented by each, if any, and only the amounts specified in such notice for application to the Trustee shall be paid payment of all such Secured Portfolio Debt remaining unpaid, to the extent necessary to pay all such Secured Portfolio Debt in full in Cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanySecured Portfolio Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, of or interest and premium, if any, on each and all of the Securities (other than with payments to Holders from funds held in trust for the money, securities or proceeds held under any defeasance trust established in accordance with this Indenturebenefit of Holders pursuant to Section 9.01), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt Debt, 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 Debt. (b) During waived. In addition, during the continuance of any other non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a " Payment Blockage Notice") from the trustee a holder or other representative for the holders of such Designated Senior Debt (or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full, or the requisite holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)have otherwise agreed in writing, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may distribution will be made by or on behalf of the Company upon on account of or in with respect of to the Securities (except payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice Payment Blockage Notice by the Trustee and ending 179 days thereafter thereafter. Notwithstanding anything herein to the contrary, (unless, x) in each case, such no event will a Payment Blockage Period has been terminated by written notice to extend beyond 179 days from the Trustee from such trustee of, or other representatives for, such holders or by payment date the Payment Blockage Notice in full respect thereof was given and (y) there must be 180 days in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)any 365 day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 365 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. No default or event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall may be, or shall be made, the basis for the commencement of a second any other Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or other representative for the holders agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (cb) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 8.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Debt that such prohibited payment has been made, the holders of the Designated Senior Debt (or their representative or representatives of or a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyDebt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made by or on behalf of the Company on account of the principal of, interest and premium, if any, on each and all or interest on, the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior Securities), whether pursuant to the terms or on account of the Securities redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or upon acceleration otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness are first paid in full (or otherwise shall be made ifsuch payment is duly provided for), at or (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion of the obligations interest on any Senior Debt Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise (a "Payment Default"), unless and until such default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or (other representative for than a Payment Default) that permits the holders of Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) written notice of such Designated Senior Debt (or event of default given to the Company and the Trustee by the holders of an aggregate of at least a majority in $5,000,000 principal amount outstanding of such Designated Senior Debt then outstandingIndebtedness 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 of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon on account of the principal of, premium, if any, or in respect interest on, the Securities, or to acquire or repurchase any of the Securities for a period cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. Notwithstanding the foregoing, unless (a “i) the 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) commencing such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. 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 receipt such Payment Notice or the commencement of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, (whether or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or not such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date same issue of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or Indebtedness) shall be made, made the basis for the commencement of a second any other Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPeriod. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 11.2, then such payment or distribution (asubject to the provisions of Section 11.7) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for, or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appear, but only ratably according to the extent thataggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect on account of the principal of, premium (if any) on or interest on the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of any redemption provisions of such Securities, in the event of default in payment of any principal of, premium (if any) on or interest on any Senior Indebtedness of the Company when the same becomes due and payable, whether at maturity or at a period date fixed for prepayment or by declaration of acceleration or otherwise (a “"Payment Blockage Period”Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) commencing No payment shall be made by or on behalf of the Company on account of the principal of, premium (if any) on or interest on the date Securities of receipt any series or to acquire any of such notice and ending 179 days thereafter Securities (unlessincluding any repurchases of such Securities pursuant to the provisions thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of the redemption provisions of such Securities, in each case, such the event of any event of default (other than a Payment Blockage Period has been terminated by written notice Default) with respect to any Designated Senior Indebtedness permitting the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default has shall have been cured or waived). Not waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 1402(b) for more than one 179 days after an applicable Payment Blockage Period Notice has been received by the Trustee unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid 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 effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 1401, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1402, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 1402, then, unless such payment or distribution is no longer prohibited by this Section 1402, such payment or distribution (asubject to the provisions of Section 1407) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, ratably, according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Indebtedness. SECTION 1403. Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of creditors: (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payments in full before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (if any) on or interest on such Securities (other than Junior securities of the Company); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securities of the Company), to which the Holders of Securities of any series or the Trustee on behalf of such Holders would be entitled, except for the provisions of this Article Fourteen, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such 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 of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securities of the Company), shall be received by the Trustee or the Holders of Securities of any series or any 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) on account of the principal of, premium (if any) on or interest on the Securities of such series before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 1407) 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, or their respective interests may appearrepresentatives, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness 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 thatthat as to any holder of such Senior Indebtedness, upon as promptly as practical following notice from the Trustee to the holders of such Senior Debt Indebtedness that such prohibited payment has been madereceived by the Trustee, the holders of the Senior Debt Holder(s) or Paying Agent (or their has been segregated as provided above), such holder (or a representative or representatives of a trusteetherefor) within 30 days of receipt of such notice from the Trustee notify notifies the Trustee of the amounts then due and owing on the such Senior DebtIndebtedness, if any, held by such holder and only the amounts specified in such notice notices to the Trustee shall be paid to the holders of such Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by set-off or indirect payment otherwise) shall be made by or on behalf of the Company on account of the principal of, interest and premium, if any, or interest on each and all of the Securities (other than with the money, securities or proceeds held under including any defeasance trust established in accordance with this Indenturerepurchases of Securities), whether pursuant to or on account of the terms redemption provisions of the Securities or any Obligation in respect of the Securities, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Debt 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 Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise shall be made ifto the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, at or (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion interest on Senior Debt of the obligations on any Senior Debt 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or (other representative for than a Payment Default) that permits the holders of such Designated Senior Debt to declare such Senior Debt to be due and payable and (or the holders of at least a majority in principal amount ii) written notice of such Designated event of default given to the Company and the Trustee by the Senior Debt then outstandingRepresentatives (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon which is an obligor on such Senior Debt on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of any of the Securities), or on account of the redemption provisions of the Securities or any Obligation in respect of the Securities for a period Securities, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Senior 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 (a “the "Payment Blockage Period”") commencing (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 Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. 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 receipt such Payment Notice or the commencement of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, (whether or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or not such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date same issue of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or Debt) shall be made, made the basis for the commencement of a second any other Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPeriod. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 11.2, 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 clause (a) or (b) abovethe provisions of this Section 11.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee, to the holders of such Senior Debt remaining unpaid or unprovided for or to their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, but only for application to the payment of all such Senior Debt remaining unpaid, to the extent that, upon notice from necessary to pay of provide for the Trustee payment of all such Senior Debt in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or indirect payment by or on behalf otherwise, of the Company of the any principal of, interest and premiumon, if anyunpaid drawings for letters of credit issued in respect of, on each and all of the Securities (regularly accruing fees with respect to, or other than Obligations with the moneyrespect to, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment or distribution of the principal of, interest any kind or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may character shall be made by or on behalf of the Company upon with respect to any Obligations on the Securities or in respect to acquire, redeem or defease any of the Securities for a period cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Debt gives written notice of the event of default to the Trustee (a “Payment Default Notice”), then neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on the Securities or (y) acquire, redeem or defease any of the Securities for cash or property or otherwise for a period of time (the “Blockage Period”) terminating on the earliest to occur of (1) the date all events of default with respect to the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period, or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of receipt the giving of such notice and ending Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this ARTICLE 13) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event shall a Blockage Period extend beyond 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice from the date the Default Notice was delivered to the Trustee from and only one such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Securities during any Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt, whether or not after a 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. No unless such event of default that existed shall have been cured or was continuing waived or ceased to exist for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action that action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provision provisions of the Designated Senior Debt 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (cb) In the event that, notwithstanding the foregoing, any payment or distribution shall be received by the Trustee or any Holder when such payment or distribution is prohibited by clause (a) or (b) aboveSection 13.2(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit of, 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, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, Representative as their respective interests may appear, but only . The Trustee shall be entitled to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the conclusively rely on information regarding amounts then due and owing on the Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to received from the holders of Senior Debt (or their Representatives), as the case may be, or, if such information is not received from such holders or their Representatives, from the Company. The Company shall keep complete and accurate records of the names, addresses and amounts owed to all holders of Senior Debt, shall produce such records to the Trustee upon request and the Trustee shall be absolutely protected in relying on such records in paying over or delivering moneys pursuant to this Article 13. Nothing contained in this Article 13 shall limit or compromise the right of the Trustee or the Holders to take any excess above such amounts due and owing on action to accelerate the maturity of the Securities pursuant to Section 5.2 or to pursue any rights or remedies hereunder or otherwise; provided, however, 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 or distribution of any kind or character with respect to Obligations on the CompanySecurities.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture such Securities (including any repurchases of such Securities pursuant to the contraryprovisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), there must or on account of any redemption provisions of such Securities, in the event of default in payment of any principal of, premium (if any) or interest on any Senior Indebtedness of the Company when the same 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) No payment shall be 180 consecutive made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of any redemption provisions of such Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Payment Notice"), unless and until such event of default shall have been cured or waived or otherwise has ceased to exist; PROVIDED, that such payments may not be prevented pursuant to this Section 1302(b) for more than 179 days after an applicable Payment Notice has been received by the Trustee unless the Designated Senior Indebtedness in any 360-day period respect of which such event of default exists has been declared due and payable in its entirety, in which case no Payment Blockage Period is such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in effectfull. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Indebtedness) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 1301, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1302, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 1302, then, unless such payment or distribution is no longer prohibited by this Section 1302, such payment or distribution (asubject to the provisions of Section 1307) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness of the Company may have been issued, ratably, according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness in full after giving effect to all concurrent payments and distributions to or for the holders of such Senior Indebtedness. SECTION 1303. SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of creditors: (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payments in full before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to such Securities (other than Junior securities of the Company); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securities of the Company), to which the Holders of Securities of any series or the Trustee on behalf of such Holders would be entitled, except for the provisions of this Article Thirteen, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such 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 of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securities of the Company), shall be received by the Trustee or the Holders of Securities of any series or any 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) on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 1307) 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, or their respective interests may appearrepresentatives, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness 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 thatthat as to any holder of such Senior Indebtedness, upon as promptly as practical following notice from the Trustee to the holders of such Senior Debt Indebtedness that such prohibited payment has been madereceived by the Trustee, the holders of the Senior Debt Holder(s) or Paying Agent (or their has been segregated as provided above), such holder (or a representative or representatives of a trusteetherefor) within 30 days of receipt of such notice from the Trustee notify notifies the Trustee of the amounts then due and owing on the such Senior DebtIndebtedness, if any, held by such holder and only the amounts specified in such notice notices to the Trustee shall be paid to the holders of such Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect Unless otherwise provided with respect to the Securities of a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the Company on account of the principal of, interest and premium, premium (if any, ) or interest on each and all or any Additional Amounts with respect to the Securities of any series or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Securities Holder thereof) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior securities), whether pursuant to the terms or on account of the any redemption provisions of Securities or upon acceleration or otherwise shall be made if, at the time of such paymentseries, there exists a in the event of default in the payment of all any principal of, premium (if any) or any portion of the obligations interest on any Senior Debt of the Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of maturity or otherwise (a “Payment Default”), unless and until such default shall not have Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Debt has been discharged or paid in full. (b) Unless otherwise provided with respect to the benefits Securities of this sentence waived a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the holders Company on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any series or to acquire any Securities of such Senior Debt. series (bincluding any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Holder thereof) During for cash or property (other than Junior securities), or on account of the continuance redemption provisions of Securities of such series, in the event of any other event of default (other than a Payment Default) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for permitting the holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders of at least a majority in principal amount of thereof) to declare such Designated Senior Debt then outstanding)due and payable prior to the date on which it would otherwise have become due and payable, no payment upon written notice thereof to the Company and the Trustee by any holders of the principal of, interest Designated Senior Debt (or premium, if any, on each and all of the Securities (a trustee or other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or representative on behalf of the Company upon or in respect of the Securities for a period holders thereof) (a “Payment Blockage PeriodBlocking Notice”) commencing on the date of receipt of such notice ), unless and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or until such event of default has been cured or waived). Not waived or otherwise has ceased to exist or such Designated Senior Debt has been discharged or paid in full; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than one 179 days after an applicable Payment Blockage Period Blocking Notice has been received by the Trustee unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be commenced made until such acceleration has been rescinded or annulled or such Designated Senior Debt has been discharged or paid in full. Unless otherwise provided with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrarya series as contemplated by Section 2.01, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Debt) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Blocking Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Blocking Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, 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 Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) aboveshall be received and held in trust by the Trustee, the Trustee shall promptly notify Paying Agent or such Holder for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect Unless otherwise provided with respect to the Securities of a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the Company or the Subsidiary Guarantors, as the case may be, on account of the principal of, interest and premium, premium (if any, ) or interest on each or any Additional Amounts with respect to the Securities of any series and all any related Guarantees or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Securities Holder thereof) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior securities), whether pursuant to the terms or on account of the any redemption provisions of Securities or upon acceleration or otherwise shall be made if, at the time of such paymentseries, there exists a in the event of default in the payment of all any principal of, premium (if any) or any portion of the obligations interest on any Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of maturity or otherwise (a “Payment Default”), unless and until such default shall not have Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Debt has been discharged or paid in full. (b) Unless otherwise provided with respect to the benefits Securities of this sentence waived a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the holders Company or the Subsidiary Guarantors, as the case may be, on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any series and any related Guarantees or to acquire any Securities of such Senior Debt. series (bincluding any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Holder thereof) During for cash or property (other than Junior securities), or on account of the continuance redemption provisions of Securities of such series, in the event of any other event of default (other than a Payment Default) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for permitting the holders of such Designated Senior Debt (or a trustee or other representative on behalf of the holders of at least a majority in principal amount of thereof) to declare such Designated Senior Debt then outstanding)due and payable prior to the date on which it would otherwise have become due and payable, no payment upon written notice thereof to the Company and the Trustee (and if such Designated Senior Debt is Debt of the principal ofa Subsidiary Guarantor, interest such Subsidiary Guarantor) by any holders of Designated Senior Debt (or premium, if any, on each and all of the Securities (a trustee or other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or representative on behalf of the Company upon or in respect of the Securities for a period holders thereof) (a “Payment Blockage PeriodBlocking Notice”) commencing on the date of receipt of such notice ), unless and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or until such event of default has been cured or waived). Not waived or otherwise has ceased to exist or such Designated Senior Debt has been discharged or paid in full; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than one 179 days after an applicable Payment Blockage Period Blocking Notice has been received by the Trustee unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be commenced made until such acceleration has been rescinded or annulled or such Designated Senior Debt has been discharged or paid in full. Unless otherwise provided with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrarya series as contemplated by Section 2.01, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Blocking Notice (whether or not such event of default is on the same issue of Designated Senior Debt initiating such Payment Blockage Period shall be, or shall Debt) may be made, made the basis for the commencement giving of a second Payment Blockage Period by the trustee or other representative for the holders of Blocking Notice, and only one such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysPayment Blocking Notice may be given in any 365-day period. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company or the Subsidiary Guarantors, as the case may be, (other than Junior securities) shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder series and any related Guarantees at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) aboveshall be received and held in trust by the Trustee, the Trustee Paying Agent or such Holder for the benefit of the holders of Senior Debt, and shall promptly notify be paid or delivered by the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of such prohibited payment and such payment shall be held in trust remaining unpaid or unprovided for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or on account of any obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the Securities, including the Principal of or interest on the Securities, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article 9 with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any of the Securities for a period cash, property or securities, (a “Payment Blockage Period”i) commencing on upon the date maturity of receipt the Senior Indebtedness with an aggregate principal amount in excess of such notice $100 million by lapse of time, acceleration or otherwise, unless and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee until all principal of, or premium, if any, and interest on such Senior Indebtedness and all other representatives for, such holders or by payment obligations in respect thereof shall first be paid in full in cash or cash equivalents of such Designated Senior Debt or such payment is duly provided for, or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the event of default in payment of any principal of, premium, if any, or interest on or any other amount payable in respect of the Senior Indebtedness with an aggregate principal amount in excess of $100 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless and until such payment default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect waived or has otherwise ceased to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysexist. (cb) In the event that, notwithstanding the foregoingforegoing provision of this Section 11.02, any payment or distribution of assets of the Company from any source, whether in cash, property or securities, shall be received by the Trustee or the Holders on account of any Holder obligation or claim in respect of the Securities at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe foregoing provision, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution (subject to the provisions of Sections 11.06 and 11.07) shall be held in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of the Senior Debt Indebtedness remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, after giving effect to any concurrent payment or distribution and all provisions therefor to the holders of such Senior Indebtedness, but only to the extent thatthat as to any holder of Senior Indebtedness, upon as promptly as practicable following notice from the Trustee to the holders of Senior Debt Indebtedness that such prohibited payment has been madereceived by the Trustee or Holder(s), the holders of the Senior Debt such holder (or their a representative or representatives of a trusteetherefor) within 30 days of receipt of such notice from notifies the Trustee notify the Trustee in writing of the amounts then due and owing on the Senior DebtIndebtedness, if any, held by such holder and only the amounts specified in such notice notices to the Trustee shall be paid to the holders of Senior Debt Indebtedness. The Company shall give prompt written notice to the Trustee of any default or event of default, and any excess above such amounts due and owing on cure or waiver thereof, or any acceleration under any Senior Debt shall be paid Indebtedness or under any agreement pursuant to the Companywhich Senior Indebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default provided with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any Securities of 360 consecutive days. Notwithstanding anything in this Indenture such series (including any repurchases of Securities of such series pursuant to the contraryprovisions thereof at the option of the Holder thereof) for cash or property, there must be 180 consecutive days or on account of any redemption provisions of Securities of such series, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Debt of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of any maturity or otherwise (a "Payment Blockage Period with respect to the Designated Senior Debt initiating Default"), unless and until such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have Default has been cured or waived for a period of not less than 90 consecutive daysor otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. (cb) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) aboveshall be received and held in trust by the Trustee, the Trustee shall promptly notify Paying Agent or such Holder for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or indirect payment by or on behalf otherwise, of the Company of the any principal of, interest and premiumon, if anyunpaid drawings for letters of credit issued in respect of, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default regularly accruing fees with respect to to, any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Debt, no payment of the principal of, interest any kind or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may character shall be made by or on behalf of the Company upon or in any other Person on its behalf with respect to any Obligations on the Senior Subordinated Securities or to acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive payments from a period (a “Payment Blockage Period”) commencing trust described under Article VIII so long as, on the date of receipt of such notice and ending 179 days thereafter (unless, in each caseor dates the respective amounts were paid into the trust, such Payment Blockage Period has been terminated by written notice payments were made with respect to the Trustee from Senior Subordinated Securities in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture (a "Defeasance Trust Payment")). In addition, unless Section 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such trustee ofevent of default is defined in the instrument creating or evidencing such Designated Senior Debt, or other representatives for, such permitting the holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such 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 has to the Trustee (a "Payment Blockage Notice"), then, unless and until all events of default have been cured or waivedwaived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Payment Blockage Notice (the "Payment 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 Senior Subordinated Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Not more than Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days after the receipt by the Trustee of the Payment Blockage Notice and only one such Payment Blockage Period may be commenced with respect to the Securities during within any 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. No event of default that which existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders Representative of such Designated Senior Debt, Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. days (c) 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). In the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders first two paragraphs of this Section 10.02 and before all Obligations in respect of Designated Senior Debt of such prohibited payment and the Company are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt of the Company (PRO RATA to such holders on the basis of the respective amounts of Designated Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, but only for application to the extent thatpayment of such Designated Senior Debt remaining unpaid until all such Designated Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, upon notice from the Trustee distribution or provision therefor to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on behalf of the Company account of the principal of, interest and premium, premium (if any) or interest on the Securities, or in respect of any redemption, retirement, defeasance, purchase or other acquisition of any of the Securities, and no Holder of any Security shall be entitled to receive any such payment (any of the foregoing payments or actions being referred to in this Section 9.2 as a "Payment"), on each and all or after the occurrence of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default in the payment of all principal or any portion interest then due and payable in respect of the obligations on any Senior Debt Indebtedness (either at maturity, upon redemption, by acceleration or otherwise), unless and until such default has been waived or cured or all amounts then due and payable for principal of and interest on all Senior Indebtedness shall not have been cured paid in full or waived provision therefor in cash, in cash equivalents, or in accordance with the benefits terms of this sentence waived such Senior Indebtedness and the agreements, if any, under which such Senior Indebtedness was issued or created, shall have been made. (b) The Company may not make any Payment if a default or event of default under any agreement governing Senior Indebtedness (other than a default or event of default relating to payment of principal or interest, either at maturity, upon redemption, by declaration or on behalf of otherwise) has occurred and is continuing that permits the holders of such Senior DebtIndebtedness to accelerate its maturity (whether or not such acceleration has occurred). Notwithstanding the provisions of this Section 9.2(b), the Company may make Payments on the Securities 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 9 (including, without limitation, Section 9.2(a)) otherwise permits a Payment at that time. (bc) During In the continuance event that notwithstanding the provisions of this Section 9.2 the Company shall make any other Payment to the Trustee or any Holder of the Securities on account of the principal of or interest on the Securities after receiving notice (as aforesaid) of the happening of a default or event of default with respect to any Designated on Senior Debt pursuant to which the maturity thereof may be acceleratedIndebtedness, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such default or event of default shall have been cured or waived for a period or shall have ceased to exist, such payment (subject to the provisions of not less than 90 consecutive days. (cSections 9.6 and 9.7) In the event that, notwithstanding the foregoing, any payment shall be received held by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveHolder, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and subject to Sections 9.6 and 9.7, shall be paid forthwith over or and delivered to, the holders of Senior Debt or their Indebtedness (pro rata as to each of such holders on the basis of the respective representatives, or amounts of Senior Indebtedness then in default held by them) for application to the trustee or trustees under any indenture pursuant to which any payment of such all Senior Debt may have been issued, as their respective interests may appear, but only Indebtedness remaining unpaid to the extent thatnecessary to pay all Senior Indebtedness in full in accordance with its terms, upon notice from the Trustee after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid of any default in the payment of principal of or interest on any Senior Indebtedness or a default which results in the acceleration of such Senior Indebtedness or under any agreement pursuant to the holders of which Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness has been issued.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, or interest on each and all the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureall such payments and distributions referred to individually and collectively as a "Securities Payment"), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt Debt, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. (b) During . In addition, during the continuance of any other non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or other representative for agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Debt, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may Payment will be made by or on behalf of the Company upon or Company, except from those funds held in respect trust for purposes of defeasance for the benefit of the Holders of any Securities for to such Holders, during a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice Payment Blockage Notice by the Trustee and ending 179 days thereafter thereafter. Notwithstanding anything herein to the contrary, (unless, x) in each case, such no event will a Payment Blockage Period has been terminated by written notice to extend beyond 179 days from the Trustee from such trustee of, or other representatives for, such holders or by payment date of the Payment Blockage Notice in full respect thereof was given and (y) there must be 180 days in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)any 365 day period during which no Payment Blockage Period is in effect. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 365 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. No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period may be, or be 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 365 consecutive days, unless such default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action that 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 provision under which an event of default previously existed or was continuing 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (cb) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 8.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Debt that such prohibited payment has been made, the holders of the Designated Senior Debt (or their representative or representatives of or a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyDebt.

No Payment on Securities in Certain Circumstances. (a) No direct Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or indirect otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment duly provided for or other provision made therefor in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made (i) on account of principal of or interest on any of the Securities or (ii) to acquire any of the Securities for cash or property other than capital stock of the Company. (b) Upon the happening of and during the continuance of any event of default (or if an event of default would result upon any payment with respect to any of the Securities) with respect to any Senior Indebtedness, as such event of default is defined therein or in the instrument under which it is outstanding, permitting the holders to immediately accelerate the maturity thereof beyond any applicable grace period and (if the default is other than (i) a default in payment of the principal of or interest on or other amount due in connection with such Senior Indebtedness or (ii) a default for which notice is required to be sent under the terms of such Senior Indebtedness by the holders thereof or on behalf their Representative) upon written notice thereof given to the Company and the Trustee by the holders of such Senior Indebtedness or their Representative, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment or distribution of any assets of the Company of any kind or character (excluding any payment from the trust described under Article Eight below) shall be made by the Company with respect to the principal of, interest and premium, if any, or interest on each and all any of the Securities or to acquire any of the Securities for cash or property other than capital stock of the Company; PROVIDED, HOWEVER, that if such default is a default other than a default referred to in clause (i) of this Section 3.02(b), nothing contained in this Section 3.02(b) shall prevent the Company from making payments of interest, when due, on any of the Securities. (c) In the event that notwithstanding the provisions of this Section 3.02 the Company shall make any payment to the Trustee on account of the principal of or interest on any of the Securities (other than with as permitted by Section 3.02(b)) after the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms happening of an event of default of the Securities type specified in clauses (i) or upon acceleration (ii) of Section 3.02(b) above or otherwise shall be made if, at after receipt by the time Company and the Trustee of such payment, there exists a default written notice as provided in the payment of all or any portion of the obligations on any Senior Debt 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 Debt. (bSection 3.02(b) During the continuance above of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be acceleratedIndebtedness, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived for a period or shall have ceased to exist, such payment (subject to the provisions of not less than 90 consecutive days. (cSections 3.06 and 3.07) In the event that, notwithstanding the foregoing, any payment shall be received held by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid forthwith over or and delivered to, the holders of Senior Debt Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their respective representatives, Representative or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only for application to the payment of all Senior Indebtedness remaining unpaid to the extent thatnecessary to pay all Senior Indebtedness in full in accordance with its terms, upon notice from the Trustee after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid of any default under any Senior Indebtedness or under any agreement pursuant to the holders of which Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct Except as otherwise specified pursuant to Section 301, (1) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or indirect annulled) or otherwise, or upon any payment default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full, or such Senior Indebtedness, before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series. (2) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of clause (1) of this Section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. Indebtedness (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding“Default Notice”), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist, no direct or indirect payment shall be made by the Company with respect to the principal of, or interest on, the Securities of such series and the coupons, if any, appertaining thereto or to acquire any of such Securities or on account of the redemption provisions of the Securities of such series and the coupons, if any, appertaining thereto; provided, that this clause (2) shall not prevent the making of any payment (which is not otherwise prohibited by clause (1) of this Section) for a period more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of not less than 90 consecutive dayswhich such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. (c3) In the event thatIf, notwithstanding the foregoingforegoing provisions of this Section, any payment on account of principal of, or interest on, the Securities of such series or of any coupon appertaining thereto shall be received by the Trustee Trustee, by and Holder or by any Holder when Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer prohibited by clause (a) or (b) abovethis Section, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment (subject to the provisions of Section 1603) shall be held in trust for the benefit ofof the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment has been madeor prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such Company shall give written notice from the Trustee notify to the Trustee of any event prohibiting payments on account of principal of, or interest on, the amounts then due Securities of any series and owing on any coupons appertaining thereto and, in such event, shall provide to the Trustee, in the form of an Officers’ Certificate, the names and addresses of the holders of such Senior DebtIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and only any other information which the amounts specified Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1602 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such person furnish evidence reasonable to it as to the extent such person is entitled to participate in such notice payment or distribution and as to other facts pertinent to the rights of such persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such person pending judicial determination as to the holders right of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid person to the Companyreceive such payment.

No Payment on Securities in Certain Circumstances. (a) No direct If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or indirect payment by or on behalf otherwise, of the Company of the any principal of, interest and premiumon, if anyunpaid drawings for letters of credit issued in respect of, on each and all of the Securities (other than or regularly accruing fees with the moneyrespect to, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Indebtedness, no payment of the principal of, interest any kind or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may character shall be made by or on behalf of the Company upon or any other Person on the Company's or its behalf with respect to any principal of, interest on or other amounts owing in respect of the Securities or to acquire any of the Securities for a period (a “Payment Blockage Period”) commencing on the date cash, property or otherwise. If any other event of receipt of such notice default occurs and ending 179 days thereafter (unlessis continuing with respect to any Senior Indebtedness, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or as such event of default has is defined in the instrument creating or evidencing such Senior Indebtedness, permitting the holders of such Senior Indebtedness then outstanding to accelerate the maturity thereof and if the representative (as defined in the applicable indenture) for the respective issue of Senior Indebtedness gives written notice of the event of default to the Trustee ( a "default notice"), then, unless and until all events of defaults have been cured or waivedwaived or have ceased to exist or the Trustee receives notice from the representative for the respective issue of Senior Indebtedness terminating the blockage period (as defined below). Not more than one Payment Blockage Period may be commenced , 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: (1) make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in respect of the Securities; or (2) acquire any of the Securities during any period of 360 consecutive daysfor cash, property or otherwise. Notwithstanding anything in this Indenture herein to the contrary, there must in no event will a blockage period extend beyond 179 days from the date the payment on the Securities was due and only one such blockage period may be 180 commenced within any 360 consecutive days in any 360-day period in which no Payment Blockage Period is in effectdays. No event of default that which existed or was continuing on the date of the commencement of any blockage period with respect to the Senior Indebtedness shall be, or be made, the basis for commencement of a second blockage period by the representative of such Senior Indebtedness 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 that action, or any breach of any financial covenants for a period commencing after the date of commencement of such blockage period that, in either case, would give rise to an event of default pursuant to any provision provisions 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive dayspupose). (cb) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 12.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt Indebtedness that such prohibited payment has been made, the holders of the Senior Debt Indebtedness (or their representative or representatives of or a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Senior DebtIndebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made by or on behalf of the Company on account of the principal of, interest and premium, if any, on each and all interest on, or Liquidated Damages or any other obligations under or with respect to, the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior Securities), whether pursuant to or on account of the terms redemption provisions of the Securities (collectively, the "Subordinated Obligations"), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or upon acceleration otherwise, unless and until all principal of, premium, if any, and interest on, and fees, charges, expenses, indemnifications and all other amounts payable in respect of Designated Senior Indebtedness are first paid in full, or otherwise shall be made if, at (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion interest in respect of the obligations on any Designated Senior Debt Indebtedness 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default (other than a Payment Default) that permits, or would permit, with respect (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Securities then required to be made, or (z) any Designated Senior Debt pursuant to which the maturity combination thereof may be accelerated(collectively, upon receipt by the Trustee of written notice from the trustee or other representative for a "Non-Payment Default"), the holders of such Designated Senior Debt Indebtedness or their representative immediately to accelerate its maturity and (or ii) written notice of such Non-Payment Default given to the Company and the Trustee by the holders of at least a majority in principal amount of such Designated Senior Debt then outstandingIndebtedness or their representative (a "Payment Notice"), then, unless and until such Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon directly or through any Subsidiary on account of the Subordinated Obligations, 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 Non-Payment Default exists has been declared due and payable in its entirety within 179 days after the Securities for a period Payment Notice is delivered as set forth above (a “the "Payment Blockage Period”"), and (ii) commencing on such declaration has not been rescinded or waived, at the date end of receipt the Payment Blockage Period, the Company shall be required to pay to the Holders of such notice and ending 179 days thereafter (unless, in each case, such the Securities all sums not paid to the Holders of the Securities during the Payment Blockage Period has been terminated by written notice due to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents foregoing prohibitions (and upon the making of such Designated Senior Debt payments any acceleration of the Securities made during the Payment Blockage Period shall be of no further force or such event of default has been cured or waived)effect) and to resume all other payments as and when due on the Securities. Not more than one Payment Blockage Period Notice may be commenced given in any consecutive 365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. In no event, however, may the Securities total number of days during which any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Periods are in effect exceed 179 days in the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days365 day period. (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee on behalf of the Holders or any Holder Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe provisions of this Section 12.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution (subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered toby such Holders or the Trustee or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appear, but only ratably according to the extent thataggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default provided with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any Securities of 360 consecutive days. Notwithstanding anything in this Indenture such series (including any repurchases of Securities of such series pursuant to the contraryprovisions thereof at the option of the Holder thereof) for cash or property, there must be 180 consecutive days or on account of any redemption provisions of Securities of such series, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Debt of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of any maturity or otherwise (a “Payment Blockage Period with respect to the Designated Senior Debt initiating Default”), unless and until such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have Default has been cured or waived for a period of not less than 90 consecutive daysor otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. (cb) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) aboveshall be received and held in trust by the Trustee, the Trustee shall promptly notify Paying Agent or such Holder for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default provided with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect the Guarantor on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any Securities of 360 consecutive days. Notwithstanding anything in this Indenture such series (including any repurchases of Securities of such series pursuant to the contraryprovisions thereof at the option of the Holder thereof) for cash or property, there must be 180 consecutive days or on account of any redemption provisions of Securities of such series, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Debt of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of any maturity or otherwise (a “Payment Blockage Period with respect to the Designated Senior Debt initiating Default”), unless and until such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have Default has been cured or waived for a period or otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. In furtherance of not less than 90 consecutive days. (c) In the provisions of Section 11.02, in the event that, notwithstanding the foregoingforegoing provisions of this Section 11.03, any payment or distribution of assets of the Company or the Guarantor shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 11.03, then, unless such payment or distribution is no longer prohibited by this Section 11.03, such payment or distribution (asubject to the provisions of Section 11.08) or (b) aboveshall be received and held in trust by the Trustee, the Trustee shall promptly notify Paying Agent or such Holder for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofCompany or the Guarantor, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company or the Guarantor remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt of the Company or the Guarantor may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt of the Company or the Guarantor held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of the principal ofof or interest on or to purchase, interest and premium, if any, on each and all of redeem or defease the Securities (other than with except from those funds held in trust for the money, securities or proceeds held under benefit of Holders of any defeasance trust established Securities) pursuant to the procedures set forth in accordance with this Indenture)Article 8 hereof, whether pursuant to the terms of the Securities or Securities, upon acceleration or otherwise 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 Debt Indebtedness, whether at maturity, on account of mandatory redemption or prepayment or purchase, acceleration or otherwise, that continues beyond any applicable period of grace, 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 Debt. (b) During Indebtedness. In addition, during the continuance of any other non-payment event of default with respect to any Designated Senior Debt 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 other representative for agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been 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 Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Indebtedness, no direct or indirect payment (excluding any payment or distribution of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndenturePermitted Junior Securities) may shall be made by or on behalf of the Company upon of principal of, or interest on or to purchase, redeem or defease the Securities, except from those funds held in respect trust for the benefit of Holders of any Securities pursuant to the Securities for procedures set forth in Article 8 hereof, during a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter (unlessthereafter, in each case, such Payment Blockage Period has been terminated by written notice to unless the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents maturity of such Designated Senior Debt Indebtedness is theretofore accelerated. Notwithstanding anything in this subordination provision or such in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of default has been cured or waived). Not 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 Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture However, if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the contrarylimitations set forth in clause (y) of the preceding sentence, there must be 180 consecutive days in any 360-day period in which no give one additional notice during the Payment Blockage Period is in effectPeriod. No non-payment event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall may be, or shall be made, the basis for the commencement of a second any other Payment Blockage Period by the trustee holder or other representative for the holders of such Designated Senior DebtIndebtedness 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 shall have has been cured or waived for a period of not less than 90 consecutive days. (cb) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) aboveSection 10.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt Indebtedness that such prohibited payment has been made, the holders of the Senior Debt Indebtedness (or their representative or representatives of or a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee in writing of the amounts then due and owing on the Senior DebtIndebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or indirect otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment by duly provided for in accordance with the terms of such indebtedness or in a manner otherwise satisfactory to the holders of such Senior Indebtedness, before any payment is made (i) on behalf account of principal of or interest on the Securities or (ii) to acquire any of the securities for cash or property other than Capital Stock of the Company or (iii) on account of the redemption provisions for the Securities. (b) Upon the happening of an event of default (or if an event of default would result upon any payment with respect to the Securities) with respect to any Senior Indebtedness, as such event of default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof and (if the default is other than (i) default in payment of the principal of, of or interest and premium, if any, on each and all of the Securities or other amounts due in connection with such Senior Indebtedness or (other than with the money, securities or proceeds held ii) a default for which notice is required to be sent under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of such Senior Indebtedness by the Securities holders thereof or their representative) upon acceleration or otherwise shall be made if, at written notice thereof given to the time Company and the Trustee by the Holders of such paymentSenior Indebtedness or their representative, there exists a default in the payment then, unless and until such event of all or any portion of the obligations on any Senior Debt and such default shall not have been cured or waived or shall have ceased to exist, no payment shall be made by the benefits Company with respect to the principal of or interest on the Securities or to acquire any of the Securities or on account of the redemption provisions for the Securities; provided, however, that if such default is a default other than a default referred to in Clause (i) of this sentence waived by or Section 13.3(b), nothing contianed in this Section 13.3(b) shall prevent the Company from making payment of interest, when due, on behalf the Securities; and provided further, that if such default has not become the subject of pretrial proceedings within 120 days after the occurrence thereof (in the case of a default specified in clause (A) of this Section 13.3(b)), then the Company shall resume making any and all required payments in respect of the holders of such Senior DebtSecurities. (bc) During In the continuance event notwithstanding the provisions of this Section 13.3, the Company shall make any payment to the Trustee on account of the principal of or interest on the Securities or on account of the redemption provisions (other than as permitted by Section 13.3(b)), after the happening of an event of default of the type specified in Clause (i) or (ii) of Section 13.3(b) above or after receipt by the Company and the Trustee of written notice as provided in Section 13.3(b) above of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be acceleratedIndebtedness, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event thator shall have ceased to exist, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (asubject to the provisions of Sections 13.7 and 13.8) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over or and delivered to, the holders of Senior Debt Indebtedness ( pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issuedrepresentative, as their respective interests may appear, but only for application to the payment of all Senior Indebtedness remaining unpaid to the extent thatnecessary to pay all Senior Indebtedness in full in accordance with its terms, upon after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The Company shall give prompt written notice from to the Trustee of any default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Section 13.4. Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditor or otherwise): (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or to have such payment duly proved for) of the principal thereof and interest due thereon and other amounts due in connection therewith before the Holders are entitled to receive any payment on account of the principal of or interest on the Securities; (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, shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Debt that Indebtedness or their representative to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution nor provision therefor to the holders of such prohibited Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment has been madeor distribution of assets of the Company 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 or interest on the Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 13.7 and 13.8) shall be received and held in trust for and shall be paid over to the holders of the Senior Debt (Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or their representative distribution or representatives of a trustee) within 30 days of receipt provision therefor to the holders of such notice from the Trustee notify the Trustee of the amounts then due and owing on the Senior Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid to of any dissolution, winding up, liquidation or reorganization of the holders Company or any assignment for the benefit of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company's creditors.

No Payment on Securities in Certain Circumstances. (a) No direct If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or indirect payment by or on behalf otherwise, of the Company of the any principal of, interest and premiumon, if anyunpaid drawings for letters of credit issued in respect of, on each and all of the Securities (regularly accruing fees with respect to, or other than Obligations with the moneyrespect to, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment or distribution of the principal of, interest any kind or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may character shall be made by or on behalf of the Company upon or in any Guarantor with respect to any Obligations on the Securities or the Guarantees or to acquire, redeem or defease any of the Securities for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then neither the Company, any Guarantor nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on the Securities or the Guarantees or (y) acquire, redeem or defease any of the Securities for cash or property or otherwise for a period of time (a “Payment the "Blockage Period”") terminating on the earliest to occur of (1) the date all events of default with respect to the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period, or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of receipt the giving of such notice and ending Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event shall a Blockage Period extend beyond 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice from the date the Default Notice was delivered to the Trustee from and only one such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Securities during any Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt, whether or not after a 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. No unless such event of default that existed shall have been cured or was continuing waived or ceased to exist for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action that action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provision provisions of the Designated Senior Debt 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (cb) In the event that, notwithstanding the foregoing, any payment or distribution shall be received by the Trustee or any Holder when such payment or distribution is prohibited by clause (a) or (b) aboveSection 12.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their Guarantor Senior Debt, as the case may be (pro rata to such holders on the basis of the respective representativesamount of Senior Debt or Guarantor Senior Debt, as the case may be, held by such holders), or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, their Representative as their respective interests may appear, but only . The Trustee shall be entitled to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the conclusively rely on information regarding amounts then due and owing on the Senior Debt or Guarantor Senior Debt, as the case may be, if any, and only the amounts specified in such notice to the Trustee shall be paid to received from the holders of Senior Debt and any excess above such amounts due and owing on or Guarantor Senior Debt (or their Representatives), as the case may be, or, if such information is not received from such holders or their Representatives, from the Company. The Company shall keep complete and accurate records of the names, addresses and amounts owed to all holders of Senior Debt and Guarantor Senior Debt, shall produce such records to the Trustee upon request and the Trustee shall be absolutely protected in relying on such records in paying over or delivering moneys pursuant to this Article Twelve. Nothing contained in this Article Twelve shall limit or compromise the right of the Trustee or the Holders to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder or otherwise; provided, however, that all Senior Debt and Guarantor Senior Debt of the applicable 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 or distribution of any kind or character with respect to Obligations on the CompanySecurities or the Guarantee of the applicable Guarantor, as the case may be.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by setoff or indirect payment otherwise) may be made by or on behalf of the Company Company, directly or indirectly through an Subsidiary, on account of the principal of, interest and premium, if any, on each and all interest on, or Liquidated Damages or any other obligations under or with respect to, the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior Securities), whether pursuant to or on account of the terms redemption provisions of the Securities (collectively, the "Subordinated Obligations"), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or upon acceleration otherwise, unless and until all principal of, premium, if any, and interest on, and fees, charges, expenses, indemnifications and all other amounts payable in respect of Senior Indebtedness are first paid in full in cash, or otherwise shall be made if, at (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion interest in respect of the obligations on any Senior Debt Indebtedness 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default (other than a Payment Default) that permits, or would permit, with respect (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of any Designated Senior Debt pursuant Indebtedness or their representative immediately to which accelerate its maturity and (ii) written notice of such Non-Payment Default given to the maturity thereof may be accelerated, upon receipt by Company and the Trustee of written notice from the trustee or other representative for by the holders of such Designated Senior Debt Indebtedness or their representative (a "Blockage Notice"), then, unless and until such Non-Payment Default has been cured or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)waived or otherwise has ceased to exist, no payment of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon directly or in respect through any Subsidiary on account of the Securities for a period Subordinated Obligations. Notwithstanding the foregoing, on the first to occur of (a “i) the date that is 179 days after the Blockage Notice is delivered as set forth above (the "Payment Blockage Period”"), and (ii) commencing on the date of receipt of such notice on which all Payment Defaults and ending 179 days thereafter (unless, in each case, such Non-Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has Defaults have been cured or waived), the Company shall be required to pay to the Holders of the Securities all regularly scheduled payments on the Securities that were not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions (and upon the making of such payments any acceleration of the Securities made or other remedies commenced 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 Securities, provided that no Payment Default shall have occurred and be continuing. Not more than one Payment Blockage Period Notice may be commenced given in any consecutive 365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. In no event, however, may the Securities total number of days during which any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Periods are in effect exceed 179 days in the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days365-day period. (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee on behalf of the Holders or any Holder Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe provisions of this Section 12.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution (subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered toby such Holders or the Trustee or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appear, but only ratably according to the extent thataggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. The Company shall not, directly or indirectly (a) No direct or indirect payment by or on behalf other than in capital stock of the Company Company) pay any Principal of the principal ofor interest on, interest and premiumredeem, if any, on each and all defease or repurchase any of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on i) after any Senior Debt becomes due 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 payable, unless and until all such Senior Debt. Debt shall first be paid in full or (bii) During the continuance of any other event of default with respect to any Designated after a Senior Debt pursuant to which the maturity thereof may be acceleratedPayment Default, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of unless and until such Designated Senior Debt (Payment Default has been cured, waived, or the holders of at least otherwise has ceased to exist. During a majority in principal amount of such Designated Senior Debt then outstanding)Payment Blockage Period, no payment of any Principal of or interest on the principal ofSecurities may be made, interest directly or premiumindirectly, if anyby the Company. Unless the Senior Debt in respect of which the Senior Debt Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, on each and all at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the Holders during the Payment Blockage Period and resume all other payments on the Securities (other than with the money, securities or proceeds held under any defeasance trust established as and when due. Defaulted Interest shall be paid in accordance with this Indenture) Section 307. Any number of Senior Debt Default Notices may be made by or on behalf given; provided, however, that as to any issue of the Company upon or in respect of the Securities for Senior Debt (i) not more than one Senior Debt Default Notice shall be given within a period of any 366 consecutive days, and (ii) no specific act, omission, or condition that gave rise to a “Payment Blockage Period”) commencing on default that existed upon the date of receipt of such notice and ending 179 days thereafter Senior Debt Default Notice (unless, in each case, whether or not such Payment Blockage Period has been terminated by written notice default applies to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents same issue of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purposeDebt) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, made the basis for the commencement of a second any other Payment Blockage Period by Period. If any Distribution, payment or deposit to redeem, defease or acquire any of the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default Securities shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder at a time when such payment is Distribution was prohibited by clause (a) or (b) abovethe provisions of this Section 1403, then, unless such Distribution is no longer prohibited by this Section 1403, such Distribution shall be received and applied by the Trustee shall promptly notify for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofDebt, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from by the Trustee to the holders of Senior Debt that such prohibited for application to the payment has been made, the holders of the Senior Debt (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 all Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct payment of any kind or indirect payment character from any source may be made by or on behalf of the Company Issuers or a Guarantor, if any, as applicable, on account of the principal of, interest and premium, if any, or interest or Additional Amounts on each the Subordinated Debt Securities (including any repurchases of Subordinated Debt Securities and all rescission payments), or on account of the Securities redemption provisions of the Subordinated Debt Securities, for Cash or property (other than with from the money, securities or proceeds held under any defeasance trust established described in accordance with this IndentureArticle VIII), whether pursuant (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in Cash or Cash Equivalents or otherwise to the terms extent holders accept satisfaction of amounts due by settlement in other than Cash or Cash Equivalents, or (ii) in the Securities or upon acceleration or otherwise shall be made if, at the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or interest on or any portion fee or other amount due in respect of Senior Debt of the obligations on any Senior Debt Issuers or such Guarantor, if any, 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or (other representative for than a Payment Default) that permits the holders of such Designated Senior Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by 104 the Representative under the Credit Agreement or the holders of an aggregate of at least a majority in $25 million principal amount outstanding of such Designated any other Senior Debt then outstandingor their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Amounts on the Subordinated Debt Securities, including any repurchases of Subordinated Debt Securities and rescission payments, or on account of the redemption provisions of the Subordinated Debt Securities, other than payments from the trust described in Article VIII; PROVIDED, HOWEVER, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or which such event of default exists has been cured declared due and payable in its entirety within 179 days after the Payment Blockage 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 Issuers and the Guarantors, if any, shall be required to pay, unless a Payment Default has then occurred and is continuing, all sums not paid to the Holders of the Subordinated Debt Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Subordinated Debt Securities. Not Any number of Payment Blockage Notices may be given; PROVIDED, HOWEVER, that (i) not more than one Payment Blockage Period may Notice shall be commenced with respect to the Securities during any given within a period of any 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which and (ii) no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on upon the date of such Payment Blockage Notice or the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, (whether or not such event of default is on the same issue of Senior Debt) shall be made, made the basis for the commencement of a second any other Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovesuch provisions, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in 105 trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, but only for application to the payment of all such Senior Debt remaining unpaid, to the extent that, upon notice from necessary to pay all such Senior Debt in full in Cash or Cash Equivalents or otherwise to the Trustee 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 Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. Except as otherwise specified pursuant to Section 3.1, (a) No direct Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or indirect annulled) or otherwise, or upon any payment default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full, or such Senior Indebtedness, before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, or interest on, the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series. (b) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of paragraph (a) of this Section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. Indebtedness (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding“Default Notice”), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysthen, unless and until such event of default shall have been cured or waived by the holders of such Senior Indebtedness or shall have ceased to exist (the “Payment Blockage Period”), no direct or indirect payment shall be made by the Company with respect to the principal of, or interest on, the Securities of such series and the coupons, if any, appertaining thereto or to acquire any of such Securities or on account of the redemption provisions of the Securities of such series and the coupons, if any, appertaining thereto; provided, however, that this paragraph (b) shall not prevent the making of any payment (which is not otherwise prohibited by paragraph (a)) for a period more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of not less than 90 consecutive dayswhich such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. (c) In the event thatIf, notwithstanding the foregoingforegoing provisions of this Section, any payment on account of principal of, or interest on, the Securities of such series or of any coupon appertaining thereto shall be received by the Trustee Trustee, by and Holder or by any Holder when Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust), then, unless and until such payment is no longer prohibited by clause (a) or (b) abovethis Section, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment (subject to the provisions of Section 15.4) shall be held in trust for the benefit ofof the holders of Senior Indebtedness and, upon notice to the Trustee or such Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited Indebtedness or their representative(s), ratably according to the aggregate amount remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment has been madeor prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt of such Company shall give written notice from the Trustee notify to the Trustee of any event prohibiting payments on account of principal of, or interest on, the amounts then due Securities of any series and owing on any coupons appertaining thereto and, in such event, shall provide to the Trustee, in the form of an Officers’ Certificate, the names and addresses of the holders of such Senior DebtIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and only any other information which the amounts specified Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 15.2 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such person furnish evidence to its reasonable as to the extent such person is entitled to participate in such notice payment or distribution and as to other facts pertinent to the rights of such persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such person pending judicial determination as to the holders right of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid person to the Companyreceive such payment.

No Payment on Securities in Certain Circumstances. (a) No direct payment or indirect payment distribution (by setoff or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company Company, directly or indirectly through any Subsidiary, on account of the principal of, premium, if any, interest on, or Liquidated Damages or any other obligations under or with respect to, the Securities, or to acquire, redeem or defease any of the Securities (including repurchases of Securities at the option of the Holder) for cash, securities or property (other than Junior Securities), or on account of the redemption provisions of the Securities (collectively, the "Subordinated Obligations"), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on, and fees, charges, expenses, indemnifications and all other amounts payable in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment Senior Indebtedness are first paid in full in cash cash, or cash equivalents of such Designated Senior Debt or such (ii) in the event of default in the payment of any principal of, premium, if any, or interest in respect of any Designated Senior Indebtedness 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). Not more than one Payment Blockage Period may be commenced with respect waived or otherwise has ceased to exist. (b) Upon (i) the Securities during any period happening 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to (other than a Payment Default) that permits, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of 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 payment of the commencement of any Payment Blockage Period with respect Securities then required to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the basis for holders of any Designated Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) written notice of such Non-Payment Default being given to the commencement of a second Payment Blockage Period Company and the Trustee by the trustee or other representative for the holders of such Designated Senior DebtIndebtedness or their representative (a "Blockage Notice"), whether or not within a period of 360 consecutive daysthen, unless and until such event Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment or distribution (by set-off or otherwise), redemption, defeasance or acquisition may be made by or on behalf of default shall the Company directly or through any Subsidiary on account of the Subordinated Obligations. Notwithstanding the foregoing, on the first to occur of (i) the date that is 179 days after the Blockage Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) the date on which all Payment Defaults and Non-Payment Defaults have been cured or waived for a period waived, the Company shall be required to pay to the Holders of the Securities all regularly scheduled payments on the Securities that were not less paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions (and upon the making of such payments any acceleration of the Securities made or other remedies commenced 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 Securities, provided that no Payment Default shall have occurred and be continuing. Not more than 90 one Blockage Notice may be given in any consecutive days365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. 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 365-day period. (c) In furtherance of the provisions of Article XII, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets or securities of the Company or any Subsidiary of the Company (other than Junior Securities) shall be received by the Holders or the Trustee on behalf of the Holders or any Holder Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 12.2 (a) or, if the Company or (b) aboveany Affiliate of the Company is acting as its own Paying Agent, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and money for any such payment or distribution shall be segregated or held in trust), such payment or distribution (subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered toby such Holders or the Trustee or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appear, but only ratably according to the extent thataggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company (including cash collateralization of outstanding letters of credit) in full in cash after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment shall be made by or on behalf of the Company on account of any obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the principal Securities, including the Principal of, or interest and premiumon the Securities, if anyor to redeem (or make a deposit in redemption of), on each and all defease (other than payments made by the Trustee pursuant to Article Eight with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any of the Securities for cash, property or securities, (i) upon the maturity of the Designated Senior Indebtedness or any other than Senior Indebtedness with an aggregate principal amount in excess of $1 million by lapse of time, acceleration or otherwise, unless and until all Principal of, and interest on such Senior Indebtedness and all other obligations in respect thereof shall first be paid in full in cash or cash equivalents or such payment is duly provided for, or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the moneyevent of default in payment of any Principal of, securities or proceeds held under interest on or any defeasance trust established other amount payable in accordance respect of the Designated Senior Indebtedness or any other Senior Indebtedness with this Indenture)an aggregate principal amount in excess of $1 million when it becomes due and payable, whether pursuant to the terms of the Securities at maturity or upon acceleration at a date fixed for prepayment or otherwise shall be made ifby declaration or otherwise, at the time of unless and until such payment, there exists a payment default in the payment of all or any portion of the obligations on any Senior Debt and such default shall not have has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debthas otherwise ceased to exist. (b) During Upon the continuance happening of a default (any other event that, after notice or passage of time would be an event of default) or an event of default (any event that permits the holders of Senior Indebtedness or their representative or representatives immediately to accelerate its maturity) with respect to any Designated Senior Debt pursuant to which Indebtedness, other than a default in payment of the maturity thereof may be acceleratedPrincipal of, or interest on such Senior Indebtedness, upon receipt written notice of such default or event of default given to the Company and the Trustee by the Trustee holders of written notice from a majority of the trustee or other representative for the holders principal amount outstanding of such Designated Senior Debt (Indebtedness or their representative or at such time as there is no Designated Senior Indebtedness by the holders of at least a majority in of the principal amount outstandingof all Senior Indebtedness or their representative or representatives, or if such default or event of default results from the acceleration of the Securities, immediately upon such Designated Senior Debt then outstanding)acceleration, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon with respect to any obligation or claim in respect of the Securities, including the Principal of, or interest on the Securities or to redeem (or make a deposit in redemption of), defease or acquire any of the Securities for a period cash, property or securities. Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such default or event of default exists has been declared due and payable in its entirety within 180 days after the date written notice of such default or event of default is delivered as set forth above or the date of such acceleration, as the case may be (a “the "Payment Blockage Period”) commencing on "), and such declaration or acceleration has not been rescinded, the date Company shall be required then to pay all sums not paid to the Holders of receipt of such notice and ending 179 days thereafter (unless, in each case, such the Securities during the Payment Blockage Period has been terminated by written notice due to the Trustee from such trustee of, or foregoing prohibitions and to resume all other representatives for, such holders or by payment in full in cash or cash equivalents payments as and when due on the Securities. Any number of such Designated Senior Debt or such event of default has been cured or waived). Not more than notices may be given; provided, however, that (i) during any 360 consecutive days, only one Payment Blockage Period may be commenced with respect to the Securities during shall commence and (ii) any 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. No such default or event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of upon the commencement of any a Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall may not be made, the basis for the commencement of a second any other Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoingforegoing provisions of this Section 10.2, any payment or distribution of assets of the Company from any source whether in cash, property or securities, shall be received by the Trustee or the Holders on account of any Holder obligation or claim in respect of the Securities at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe foregoing provisions, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of the Senior Debt Indebtedness remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, but only for application to the payment of all Senior Indebtedness remaining unpaid, to the extent thatnecessary to pay or to provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, upon notice from the Trustee after giving effect to any concurrent payment or distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such Indebtedness. The Company shall give prompt written notice to the Trustee shall be paid to the holders of Senior Debt any default or event of default, and any excess above such amounts due and owing on cure or waiver thereof, or any acceleration under any Senior Debt shall be paid Indebtedness or under any agreement pursuant to the Companywhich Senior Indebtedness may have been issued.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made by or on behalf of the Company on account of the principal of, interest and on, or Liquidated Damages, if any, with respect to, the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder pursuant to a Designated Event Offer) for cash or property (other than pursuant to the conversion of Securities), or on account of the redemption provisions of the Securities, in the event of default in the payment of any principal of, premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 interest on any Senior Debt 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default (other than a Payment Default) that permits, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of any payment in respect of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of Designated Senior Indebtedness or their representative immediately to accelerate the maturity of any Designated Senior Debt pursuant Indebtedness and (ii) written notice of such Non-Payment Default is given to which the maturity thereof may be accelerated, upon receipt by Company and the Trustee of written notice from the trustee or other representative for by the holders of such Designated Senior Debt (Indebtedness or their representative, or to the Trustee and the holders of at least a majority in principal amount of such Designated Senior Debt then outstandingIndebtedness by the Company or its Representative (a "Payment Blockage Notice"), then, unless and until such Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest (by setoff or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon on account of the principal of, interest on, or in Liquidated Damages, if any, with respect to, the Securities, or to acquire or repurchase any of the Securities for a period cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made upon conversion of the Securities and other than payments made with Junior Securities. Notwithstanding the foregoing, unless (a “i) the Designated Senior Indebtedness in respect of which such Non-Payment Default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period”"), and (ii) commencing on such declaration has not been rescinded or waived, at the date end of receipt the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of such notice and ending 179 days thereafter (unless, in each case, such the Securities during the Payment Blockage Period has been terminated by written notice due to the Trustee from such trustee of, or foregoing prohibitions and to resume all other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)payments as and when due on the Securities. Not more than one Payment Blockage Period Notice may be commenced given in any 365-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the Securities total number of days during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such or Payment Blockage Period shall be, or shall be made, Periods are in effect exceed 179 days in the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.365-day period. 92 100 (c) In furtherance of the provisions of Section 1501, in the event that, notwithstanding the foregoingforegoing provisions of this Section 1502, any payment or distribution of assets of the Company (other than pursuant to the conversion of the Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 1502, then such payment or distribution (asubject to the provisions of Section 1507) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, but only for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent thatnecessary to pay or provide for the payment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution of, upon notice from the Trustee or provision therefor, to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default specified with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during of any period series or to acquire any of 360 consecutive days. Notwithstanding anything in this Indenture those Securities (including any repurchases of those Securities pursuant to the contraryprovisions thereof at the option of the Holder of those Securities) for cash or property (other than Junior securities of the Company), there must be 180 consecutive days or on account of any redemption provisions of those Securities, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Indebtedness of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment Default"), unless and until that Payment Default has been cured or waived or otherwise has ceased to exist. (b) Unless otherwise specified with respect to Securities of a series as contemplated by Section 2.01, no payment shall be made by or on behalf of the Company on account of the principal of, premium (if any) or interest on or any Payment Blockage Period Additional Amounts with respect to the Securities of any series or to acquire any of those Securities (including any repurchases of those Securities pursuant to the provisions thereof at the option of the Holder of those Securities) for cash or property (other than Junior securities of the Company), or on account of the redemption provisions of those Securities, in the event of any event of default (other than a Payment Default) with respect to any Designated Senior Debt initiating such Payment Blockage Period shall be, Indebtedness permitting the holders of that Designated Senior Indebtedness (or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for on behalf of the holders of such thereof) to declare that Designated Senior DebtIndebtedness due and payable prior to the date on which it would otherwise have become due and payable, whether on written notice thereof to the Company and the Trustee by any holders of Designated Senior Indebtedness (or not within a period trustee or other representative on behalf of 360 consecutive daysthe holders thereof) (the "Payment Blocking Notice"), unless such and until that event of default shall have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to this Section 10.02(b) for more than 179 days after an applicable Payment Blocking Notice has been received by the Trustee unless the Designated Senior Indebtedness in respect of which that event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until that acceleration has been rescinded or annulled or that Designated Senior Indebtedness has been paid in full. Unless otherwise specified with respect to Securities of a series as contemplated by Section 2.01, no event of default that existed or was continuing on the date of any Payment Blocking Notice (whether or not that event of default is on the same issue of Designated Senior Indebtedness) may be made the basis for the giving of a second Payment Blocking Notice, and only one such Payment Blocking Notice may be given in any period of not less than 90 365 consecutive days. (c) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company (other than Junior securities of the Company) shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders Holders of the Senior Debt (Securities of any series or their representative any Paying Agent with respect thereto at a time when that payment 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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.distribution was prohibited by

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or Unless 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 Debt 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 Debt. (b) During the continuance of any other event of default provided with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt Securities of a series as contemplated by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)Section 2.01, no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may shall be made by or on behalf of the Company upon or in respect the Subsidiary Guarantor, as the case may be, on account of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee principal of, premium (if any) or other representatives for, such holders interest on or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced any Additional Amounts with respect to the Securities during and any period related Guarantee of 360 consecutive days. Notwithstanding anything in this Indenture any series or to acquire any Securities and any related Guarantee of such series (including any repurchases of Securities of such series pursuant to the contraryprovisions thereof at the option of the Holder thereof) for cash or property, there must be 180 consecutive days or on account of any redemption provisions of Securities of such series, in any 360-day period in which no Payment Blockage Period is in effect. No the event of default that existed in payment of any principal of, premium (if any) or was continuing (it being acknowledged that interest on 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 Senior Debt of the commencement Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of any maturity or otherwise (a “Payment Blockage Period with respect to the Designated Senior Debt initiating Default”), unless and until such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have Default has been cured or waived for a period of not less than 90 consecutive daysor otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. (cb) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.02, any payment or distribution of assets of the Company shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities and any Holder related Guarantee of any series at a time when such payment is or distribution was prohibited by clause the provisions of this Section 10.02, then, unless such payment or distribution is no longer prohibited by this Section 10.02, such payment or distribution (asubject to the provisions of Section 10.07) or (b) aboveshall be received and held in trust by the Trustee, the Trustee shall promptly notify Paying Agent or such Holder for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt of the Company may have been issued, as their respective interests may appearratably, but only according to the extent thataggregate amounts remaining unpaid on account of such Senior Debt of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Debt in full after giving effect to all concurrent payments and distributions to or for the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by set-off or indirect payment otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of any Obligation in respect of the Securities, including the principal of, interest and premium, if any, or interest or Liquidated Damages on each and all of the Securities (including any repurchases of Securities), or on account of the redemption provisions of the Securities, for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior Securities), whether pursuant (i) upon the maturity of any Senior Debt of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the terms extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the Securities or upon acceleration or otherwise shall be made if, at the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion interest on Senior Debt of the obligations on any Senior Debt Company or such Guarantor 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for than a Payment Default that permits the holders of such Designated Senior Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least a majority in $10.0 million principal amount outstanding of such Designated any other Senior Debt then outstandingor 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 of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon or any Guarantor which is an obligor under such Senior Debt on account of any Obligation in respect of the Securities for a period Securities, including the principal of, premium, if any, or interest on the Securities, (a “including any repurchases of any of the Securities), or on account of the redemption provisions of the Securities, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Senior 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”") commencing (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. 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 receipt such Payment Notice or the commencement of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, (whether or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or not such event of default has been cured or waived). Not more than one is on the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event of default that would also have been a separate breach pursuant to any provision under which an a prior event of default previously existed or was continuing existed, 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company or any Guarantor (other than Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe foregoing provisions of this Section 12.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, but only for application to the payment of all such Senior Debt remaining unpaid, to the extent that, upon notice from necessary to pay or to provide for the Trustee payment of all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by set-off or indirect payment otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of the principal of, interest and premium, if any, or interest or Liquidated Damages on each and all of the Securities (including any repurchases of Securities), or on account of any other obligation for the payment of money due in respect of the Securities, or on account of the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether a reorganization pursuant to the terms bankruptcy laws of any jurisdiction), (i) upon the maturity of any Senior Debt of the Securities Company or upon such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest (and with respect to the New Credit Facility, any other obligations) on such Senior Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Debt other than the New Credit Facility, such payment is duly provided for) or otherwise shall be made ifto the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, at or (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion interest on Senior Debt of the obligations on any Senior Debt Company or such Guarantor when it becomes due and payable, whether at maturity, a scheduled payment date, or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any Designated (other than a Payment Default) that permits the holders of Senior Debt pursuant (or a trustee or agent on behalf of such holders) to which declare such Senior Debt to be due and payable and (ii) written notice of such event of default given to the maturity thereof may be accelerated, upon receipt Trustee by the Trustee of written notice from the trustee holders (or a trustee, agent or other representative for the holders of such holders) of Designated Senior Debt (a "Payment Notice"), then, unless and until such event of default has been cured or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)waived or otherwise has ceased to exist, no payment of the principal of, interest (by set- off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, or interest or Liquidated Damages on the Securities (including any repurchases of any of the Securities), or on account of any other obligation for the payment of money due in respect of the Securities, or on account of the redemption provisions of the Securities, in any such case, other than payments made with Junior Securities for issued in connection with a period reorganization pursuant to the bankruptcy laws of any jurisdiction. Notwithstanding the foregoing, unless the Senior 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 (a “the "Payment Blockage Period”") commencing (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required, unless the provisions described in Section 12.2(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. 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 receipt such Payment Notice or the commencement of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, (whether or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or not such event of default has been cured or waived). Not more than one relates to the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period may be commenced with respect to the Securities during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to an a new event of default default, even though it is a breach pursuant to any provision under which an a prior event of default previously existed or was continuing existed, 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 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days). (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company or any Guarantor (other than Junior Securities issued in connection with a reorganization pursuant to the bankruptcy laws of any jurisdiction) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe foregoing provisions of this Section 12.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid (or, with respect to Senior Debt other than the New Credit Facility, unprovided for) or to their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, but only for application to the payment of all such Senior Debt remaining unpaid, to the extent thatnecessary to pay (or, upon notice from with respect to Senior Debt other than the Trustee New Credit Facility, to provide for the payment) of all such Senior Debt in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct payment may be made by the Company on account of the principal of or indirect payment by premium, if any, or interest on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder) for cash or property (other than Junior Securities), or on behalf account of the redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of the time, acceleration (unless waived) or otherwise, unless and until all principal of, interest of and premium, if any, and interest on each and all of the Securities such Senior Indebtedness are first paid in full (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenturesuch payment is duly provided for), whether pursuant to or (ii) in the terms event of the Securities 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 principal of the obligations on any Senior Debt 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 Debt. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal of, interest or premium, if any, or interest on each any Senior Indebtedness when it becomes due and all 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 the Securities an event of default (other than with a Payment Default) that permits the moneyholders of Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) written notice of such event of default given to the Company and the Trustee by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or their representative (a "Payment Notice"), securities then, unless and until such event of default has been cured or proceeds held under any defeasance trust established in accordance with this Indenturewaived or otherwise has ceased to exist, no payment (by set off or otherwise) may be made by or on behalf of the Company upon on account of the principal of or in respect premium, if any, or interest on the Securities, or to acquire or repurchase any of the Securities for a period (a “Payment Blockage Period”) commencing cash or property, or on account of the date redemption provisions of receipt of such notice and ending 179 days thereafter (unlessthe Securities, in each caseany such case other than payments made with Junior Securities of the Company. Notwithstanding the foregoing, such Payment Blockage Period has been terminated by written notice to unless (i) the Trustee from such trustee of, or other representatives for, such holders or by payment Senior Indebtedness in full in cash or cash equivalents respect of such Designated Senior Debt or which such event of default exists has been cured or waived). Not more than one declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture to the contraryPeriod"), there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing and (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 purposeii) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or declaration has 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.rescinded or (c) In the event that, notwithstanding the foregoingforegoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 11.2, then such payment or distribution (asubject to the provisions of Section 11.7) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt of such prohibited payment and such payment shall be held in trust for the benefit ofIndebtedness, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, but only for application to the payment of all Senior Indebtedness remaining unpaid to the extent that, upon notice from necessary to pay or to provide for the Trustee payment of all such Senior Indebtedness in full after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (including any payment which may be payable to any Holder by or on behalf reason of the Company of the principal of, interest and premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt 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 Debt. (b) During the continuance subordination of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee indebtedness or other representative for the holders of such Designated Senior Debt (obligations to, or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no payment of the principal guarantee of, interest the Securities) or premium, if any, on each and all of the Securities distribution (other than with the money, securities by set-off or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may shall be made by or on behalf of the Company upon or in a Guarantor, as applicable, on account of the Securities, including the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or any other amounts with respect thereto or on account of the redemption provisions of the Securities for a period cash or property (a “Payment Blockage Period”other than Junior Securities), (i) commencing on upon the date maturity of receipt any Senior Debt of the Company or such notice Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and ending 179 days thereafter (unlessuntil all principal of, in each casepremium, if any, and the interest on, and all other amounts with respect to, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment Senior Debt shall first be paid in full in cash Cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect otherwise to the Securities during any period extent each 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt accept satisfaction of amounts due to such prohibited holder by settlement in other than Cash, or (ii) in the event of default in payment and such payment shall be held in trust for the benefit of any principal of, and shall be paid over or delivered premium, if any, or interest on, or any other amounts with respect to, Senior Debt of the Company or such Guarantor when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (each of the foregoing, 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 a default (other than a Payment Default) that permits the holders of Senior Debt (or their respective representatives, or a percentage thereof) to the trustee or trustees under any indenture pursuant to which any of declare such Senior Debt may have been issued, as their respective interests may appear, but only to be due and payable and (ii) written notice of such default given to the extent that, upon notice from Company and the Trustee to by the Representative under the Credit Facility or by the holders of Senior Debt that such prohibited payment has been made, the holders an aggregate of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.at least $25.0 million principal amount out-

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment or distribution (excluding any payment in, or distribution 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")) by or on behalf of the Company or any Subsidiary of the Company of principal of, interest and premium, if any, on each and all of or interest on, or other Obligations with respect to, the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Securities, whether pursuant to the terms of the Securities Securities, upon acceleration, pursuant to an Offer to Purchase, redemption, defeasance, other purchase or upon acceleration or otherwise shall otherwise, will be made if, at the time of such paymentpayment or distribution, there exists a default in the payment of all or any portion of the obligations Obligations on any Designated Senior Debt Indebtedness, whether at maturity, on account of mandatory prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. (b) During Indebtedness. In addition, during the continuance of any other event of default (other than a payment default described in the preceding sentence) with respect to any Designated Senior Debt 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 other representative for agent acting on behalf of the holders of such Designated Senior Debt (Indebtedness, then, unless and until such event of default has been 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 at least a majority in principal amount of such Designated Senior Debt then outstanding)Indebtedness, no direct or indirect payment of the principal or distribution (excluding any payment in, or distribution of, interest or premium, if any, on each Permitted Junior Securities and all of the Securities (other than with the money, securities or proceeds held under excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment) may will be made by or on behalf of the Company upon of principal of, premium, if any, or in interest on, or other Obligations with respect of to, the Securities for Securities, to such Holders, during a period (a “"Payment Blockage Period”") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter thereafter. Notwithstanding anything in the subordination provisions of this Indenture or the Securities to the contrary, (unless, x) in each case, such no event will a Payment Blockage Period has been terminated by written notice to extend beyond 179 days from the Trustee from such trustee ofdate the Payment Blockage Notice in respect thereof was given, or other representatives for, such holders or by payment (y) there shall be a period of at least 181 consecutive days in full each 360-day period when no Payment Blockage Period is in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived). Not effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 365 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall (to the 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) may be, or shall be made, the basis for the commencement of a second any other Payment Blockage Period by the trustee holder or other representative for the holders of such Designated Senior DebtIndebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 365 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (cb) In the event that, notwithstanding the foregoing, any payment or distribution shall be received by the Trustee or any Holder when such payment or distribution is prohibited by clause (a) or (b) aboveSection 8.02(a), the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct payment (by set-off or indirect payment otherwise, but excluding distributions of Junior Securities) shall be made by or on behalf of the Company or any Guarantor, as applicable, on account of the principal of, interest and premium, if any, or interest on, or Liquidated Damages, if any, in respect of, the Securities (including any repurchases of Securities), or on each and all account of the redemption provisions of the Securities (other than with i) upon the moneymaturity of any Senior Debt of the Company or such Guarantor, securities as applicable, by lapse of time, acceleration (unless waived or proceeds held rescinded) or otherwise, unless and until all such Senior Debt is first paid in full in cash or Cash Equivalents (or, except in the case of Senior Debt under any defeasance trust established in accordance with this IndentureCredit Agreement, such payment is duly provided for), whether pursuant to or (ii) in the terms event of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion of the obligations interest on any Senior Debt of the Company or such Guarantor, as applicable, 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default with respect to any (other than a Payment Default) that permits the holders of Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of declare such Designated Senior Debt to be due and payable and (ii) written notice of such event of default being given to the Company and the Trustee by the relevant Senior Bank Representative or the holders of an aggregate of at least a majority in $25,000,000 principal amount outstanding of such any other Designated Senior Debt then outstandingor 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 of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company, if the Company upon is an obligor under such Designated Senior Debt, or any Guarantor which is an obligor under such Designated Senior Debt, on account of the principal of, premium, if any, or interest on, or Liquidated Damages, if any, in respect of, the Securities (including any repurchases of any of the Securities), or on account of the redemption provisions of the Securities. Notwithstanding the foregoing, unless the Designated Senior Debt in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or which such event of default exists has been cured 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 and the Guarantors shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Not Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Blockage Period may Notice shall be commenced with respect to the Securities during any given within a period of any 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which and (ii) no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on upon the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, (whether or not such event of default is on the same issue of Designated Senior Debt) shall be made, made the basis for the commencement of a second any other Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company or any Guarantor shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause (a) or (b) abovethe foregoing provisions of this Section 12.2, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment and such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of such Senior Debt held or represented by each, but only for application to the payment of all such Senior Debt remaining unpaid, to the extent that, upon notice from necessary to pay or to provide for the Trustee payment of all such Senior Debt in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made by or on behalf of the Company on account of the principal of, interest and premium, if any, on each and all interest on, or Liquidated Damages with respect to, the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder pursuant to a Repurchase Offer) for cash or property (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureJunior Securities), whether pursuant to the terms or on account of the Securities redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or upon acceleration otherwise, unless and until all principal of, premium, if any, and interest and other amounts payable on such Senior Indebtedness are first paid in full (or otherwise shall be made ifthe prompt payment thereof is duly provided for in cash), at or (ii) in the time event of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion of the obligations interest on any Senior Debt Indebtedness 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default (other than a Payment Default) that permits, or would permit, with respect (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Securities then required to be made, or (z) any Designated Senior Debt pursuant to which the maturity combination thereof may be accelerated(collectively, upon receipt by the Trustee of written notice from the trustee or other representative for a "Non- Payment Default"), the holders of such Designated Senior Debt (Indebtedness under the Credit Facility or the holders of other Senior Indebtedness having a principal amount then outstanding in excess of $10,000,000 (or with respect to which Senior Indebtedness the holders are obligated to lend the Company in excess of $10,000,000 principal amount) or their representative immediately to accelerate its maturity and (ii) written notice of such Non-Payment Default given to the Company and the Trustee by the holders of Indebtedness under the Credit Facility or the holders of an aggregate of at least a majority in $10,000,000 principal amount outstanding of such Senior Indebtedness (or holders of commitments to lend an aggregate of at least $10,000,000 principal amount of Senior Indebtedness) or their representative (a "Payment Notice"), then, unless and until such Designated Senior Debt then outstanding)Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment of the principal of, interest (by set-off or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon directly or in through any Subsidiary on account of the principal of, premium, if any, interest on, or Liquidated Damages with respect to, the Securities, or to acquire or repurchase any of the Securities for a period cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities. Notwithstanding the foregoing, unless (a “i) the Senior Indebtedness in respect of which such 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) commencing on such declaration has not been rescinded or waived, at the date end of receipt the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of such notice and ending 179 days thereafter (unless, in each case, such the Securities during the Payment Blockage Period has been terminated by written notice due to the Trustee from such trustee of, or foregoing prohibitions and to resume all other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)payments as and when due on the Securities. Not more than one Payment Blockage Period Notice may be commenced given in any consecutive 365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. In no event, however, may the Securities total number of days during which any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to Periods are in effect exceed 179 days in the Designated Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days365 day period. (c) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee for the benefit of the Holders or the Holders or any Holder Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 12.2, then such payment or distribution (asubject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder or Paying Agent for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appear, but only ratably according to the extent thataggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, upon notice from for application to the Trustee payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made by or on behalf of the Company on account of the principal of, interest and premium, if any, interest on each or to acquire any of the Securities, for cash or property, or on account of the redemption provisions of the 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 of the Securities other Senior Indebtedness are first paid in full in cash (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenturesuch payment is duly provided for), whether pursuant to or (ii) in the terms event of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default in the payment of all any principal of, premium, if any, or any portion of the obligations interest on any Senior Debt 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 default shall not have Payment Default has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Debtotherwise has ceased to exist. (b) During Upon (i) the continuance happening of any other an event of default (other than a Payment Default) that permits, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of any payment in respect of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of Designated Senior Indebtedness or their representative immediately to accelerate the maturity of any Designated Senior Debt pursuant Indebtedness and (ii) written notice of such Non-Payment Default given to which the maturity thereof may be accelerated, upon receipt Company and the Trustee by the Trustee Representative of written notice from the trustee or other representative for the holders of such Designated Senior Debt Indebtedness (a "Payment Blockage Notice"), then, unless and until such Non-Payment Default has been cured or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding)waived or otherwise has ceased to exist, no payment of the principal of, interest (by setoff or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureotherwise) may be made by or on behalf of the Company upon on account of the principal of, premium, if any, interest on the Securities, or in respect to acquire or repurchase any of the Securities for a period cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities. Notwithstanding the foregoing, unless (a “i) the Designated Senior Indebtedness in respect of which such Non-Payment Default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period”"), and (ii) commencing on such declaration has not been rescinded or waived, at the date end of receipt the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of such notice and ending 179 days thereafter (unless, in each case, such the Securities during the Payment Blockage Period has been terminated by written notice due to the Trustee from such trustee of, or foregoing prohibitions and to resume all other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)payments as and when due on the Securities. Not more than one Payment Blockage Period Notice may be commenced given in any 365-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the Securities total number of days during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such or Payment Blockage Period shall be, or shall be made, Periods are in effect exceed 179 days in the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days365-day period. (c) In furtherance of the provisions of Section 10.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 10.2, any payment or distribution of assets of the Company shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by clause the provisions of this Section 10.2, then such payment or distribution (asubject to the provisions of Section 10.7) or (b) above, shall be received and held in trust by the Trustee shall promptly notify or such Holder for the benefit of the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit ofCompany, and shall be paid over or delivered toby the Trustee or such Holders, as the case may be, to the holders of Senior Debt Indebtedness of the Company remaining unpaid or unprovided for or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, but only for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent thatnecessary to pay or provide for the payment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution of, upon notice from the Trustee or provision therefor, to the holders of such Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the CompanyIndebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment Upon any default by or on behalf of the Company in the payment of the principal of, interest and premium, if any, or interest on each and all Senior Indebtedness, when the same becomes due, no payment may be made on or in respect of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), whether pursuant to the terms of the Securities 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 on any Senior Debt and until such default shall not have has been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior DebtIndebtedness. (b) During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which 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 Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding), no No payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company upon or in respect of the Securities for a the period specified below (a “the "Payment Blockage Period”") commencing during the continuance of any non-payment event of default with respect to Specified Senior Indebtedness pursuant to which the maturity thereof may be accelerated. A Payment Blockage Period shall commence on the earlier of (i) the commencement of judicial proceedings relating to a non-payment event of default, (ii) receipt by the Trustee of notice from the representative of the holder or holders of any Specified Senior Indebtedness (which notice shall specify the relevant default and shall specify that it is a notice initiating a Payment Blockage Period) or (iii) if such non-payment event of default results from the acceleration of the Securities, the date of receipt of such notice acceleration, and ending shall end 179 days thereafter (unless, in each case, unless such Payment Blockage Period has shall have been earlier terminated or the benefits of this sentence waived by written notice to the Trustee from representative of the holder or holders of the Specified Senior Indebtedness which declared such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents of such Designated Senior Debt or such event of default has been cured or waived)Payment Blockage Period. Not more than one Payment Blockage Period may be commenced with respect to the Securities may be commenced during any 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. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Specified Senior Debt initiating such Payment Blockage Period shall be, or Indebtedness shall be made, made the basis for the commencement of a second Payment Blockage Period by the trustee or other representative for or the holders of such Designated Specified Senior Debt, Indebtedness 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. (c) In the event that, notwithstanding the foregoing, any payment or distribution of property or assets of the Company for any reason shall be received by the Trustee or any Holder when such payment is prohibited by clause paragraph (a) or (b) aboveof this Section 13.2, the Trustee shall shall, to the extent it is aware thereof, promptly notify the holders of Senior Debt Indebtedness of such prohibited payment and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (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 Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.