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 Issuer of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of any Guarantor or interest any other Person on its behalf with respect to any Obligations on the Securities, including Subsidiary Guarantees of any deposit Guarantor or to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms acquire any of the Securities, upon acceleration, pursuant to an Asset Sale Offer Subsidiary Guarantees of any Guarantor for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Subsidiary Guarantees may receive and retain payments made Defeasance Trust Payments from the defeasance a trust described under Article 8) VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary 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, unless Section 12.03 shall be applicable, if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default 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 waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, 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 permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Subordinated 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trusteemay receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Guarantor Blockage Period extend beyond 179 180 days from after the date receipt by the Payment Blockage Trustee of the Guarantor Default Notice in respect thereof was given and (y) not more than only one Payment such Guarantor Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Guarantor Blockage Notice Period with respect to the Trustee Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Guarantor Blockage Notice Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Guarantor Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing 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 the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such 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 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, for application to the payment 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, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, Securities whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer acceleration or Change of Control Offer or otherwise, otherwise shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of the all or any portion of principal of or interest on Designated any Senior Debt occurs Indebtedness, and is continuing beyond any applicable period such default shall not have been cured or waived or the benefits of grace this sentence waived by or (ii) on behalf of the holders of the Senior Indebtedness. In addition, during the continuance of any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits Indebtedness pursuant to which the maturity thereof may be accelerated, upon the occurrence of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt as to which Indebtedness or their Representative, or (b) if such event of default relates to accelerate its maturity and results from the Trustee receives a written notice acceleration of the Securities, the date of such other default acceleration, no such payment may be made by or on behalf of the Company upon or in respect of the Securities for a period (a “"Payment Blockage Notice”Period") from the Issuer or the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments commencing 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 of receipt of such nonpayment default is cured, waived notice 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the TrusteeTrustee from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their Representative who delivered such notice). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the on which such Payment Blockage Notice in respect thereof Period was given and (y) not commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment For all purposes of this paragraph, no event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice (it being understood that any subsequent action, Period by the holders of such Designated Senior Indebtedness or any breach their Representative whether or not within a period of any covenant 360 consecutive days unless such event of default shall have been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company of principal of or interest on or to purchase, redeem or defease the Securities (except from those funds held in trust for the benefit of Holders of any Securities, including any deposit ) pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article 8 hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or interest on Designated Senior Debt occurs and is continuing prepayment or purchase, acceleration or otherwise, that continues beyond any applicable period of grace grace, and such default shall not have been cured or (ii) waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”") from the Issuer holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such 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 any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of, or interest on or to purchase, redeem or defease the Securities, except from those funds held in full trust for the benefit of Holders of any Securities pursuant to the procedures set forth in cash; providedArticle 8 hereof, that payments during a period (a "Payment Blockage Period") commencing on the Securities shall be resumed (x) in the case date of a payment default, upon the date on which receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”)and ending 179 days thereafter, unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Indebtedness is theretofore accelerated. Notwithstanding anything herein in this subordination provision 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. 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 limitations set forth in clause (y) of the preceding sentence, give one additional notice during the Payment Blockage Period. No nonpayment non-payment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest on the SecuritiesCompany of principal of, including any deposit to premium, if any, or interest on the defeasance trust pursuant to Section 8.03, Securities whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer acceleration or Change of Control Offer or otherwise, otherwise shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment there exists a default in the payment of the all or any portion of principal of of, premium, if any, or interest on any Designated Senior Debt occurs (and is continuing beyond 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 Designated Senior Debt. In addition, during the continuance of any applicable other event of default with respect to (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 grace 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 default occurs and is continuing with respect to 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 that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any at least a majority in aggregate principal amount of such other Designated Senior Debt then outstanding), no such payment may be made by or on behalf of the Company upon or in respect of the Securities for a Payment Blockage Period commencing on the date of receipt of such notice and ending 119 days thereafter (with a copy unless such Payment Blockage Period shall be terminated by written notice to the Issuer) until all Obligations with respect to Trustee from such Designated Senior Debt are paid in full in cash; provided, that payments on trustee or other representative commencing 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the on which such Payment Blockage Notice in respect thereof Period was given and (y) not commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days; PROVIDED that the commencement of a Payment Blockage Period by 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 nonpayment default that For all purposes of this paragraph, no Event of Default which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice (it being understood that any subsequent action, Period by the representative of such Designated Senior Debt whether or any breach not within a period of any covenant 360 consecutive days unless such event of default shall have been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not loss than 90 consecutive days.

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 Issuer Company of principal of or interest on or to purchase, redeem or defease the Securities, including (except from those funds held in trust for the benefit of Holders of any deposit Securities) pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or interest on Designated Senior Debt occurs and is continuing prepayment or purchase, acceleration or otherwise, that continues beyond any applicable period of grace grace, and such default shall not have been cured or (ii) waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”") from the Issuer holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such 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 any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of, or interest on or to purchase, redeem or defease the Securities, except from those funds held in full trust for the benefit of Holders of any Securities pursuant to the procedures set forth in cash; providedArticle Eight hereof, that payments during a period (a "Payment Blockage Period") commencing on the Securities shall be resumed (x) in the case date of a payment default, upon the date on which receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”)and ending 179 days thereafter, unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Indebtedness is theretofore accelerated. Notwithstanding anything herein in this subordination provision 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. 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 limitations set forth in clause (y) of the preceding sentence, give one additional notice during the Payment Blockage Period. No nonpayment non-payment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable the Securities, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment non-payment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such non-payment event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, regularly accruing fees with respect to, or other Obligations with respect to, any Senior Debt, no payment or distribution of any kind or character shall be made by or on behalf of the Issuer of principal of or interest Company with respect to any Obligations on the SecuritiesSecurities or to acquire, including redeem or defease any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to 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 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; providedcash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, that the Company shall (to the extent not otherwise prohibited by this ARTICLE 13) promptly resume making all payments on the Securities shall be resumed (x) in the case of a payment defaultSecurities, upon the date on which including all payments not made during 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 Default Notice in respect thereof was given delivered to the Trustee and (y) not more than only one Payment such Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated Senior Debt, whether or not after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exist for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions of the Designated Senior Debt under which a an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Senior Subordinated Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Senior Subordinated Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Senior Subordinated Securities may receive and retain payments made from the defeasance a trust described under Article 8) VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the 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 (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Payment Blockage Notice"), that payments then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the 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 the Securities its behalf shall be resumed (x) in make any payment of any kind or character with respect to any Obligations on the case of a payment default, upon the date on which such default is cured, waived Senior Subordinated Securities or ceases to exist and (y) in case of a nonpayment default, the earlier acquire any of the date on which such nonpayment default is cured, waived Senior Subordinated Securities for cash or ceases to exist and 179 days after property or otherwise (except that Holders of 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeSubordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from after the date receipt by the Trustee of the Payment Blockage Notice in respect thereof was given and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative 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 (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing 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 the first two paragraphs of this Section 10.02 and before all Obligations in respect of Designated Senior Debt of 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 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, for application to the payment 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, distribution or provision therefor to or for the holders of such Designated Senior Debt.

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 Issuer Company or the Guarantor on account of the principal of of, premium (if any) or interest on the Securities, including or any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 Additional Amounts with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice series or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the Trustee provisions thereof at the option of the Holder thereof) for cash or property, or on account of any redemption provisions of Securities of such series, in the event of default in payment of any principal of, premium (if any) or 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 Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. In furtherance of the provisions of Section 11.02, in the event that, notwithstanding the foregoing provisions of this Section 11.03, any payment or distribution of assets of the Company or the Guarantor shall be received by the Trustee, the Paying Agent or the Holders of Securities of any series at a time when such payment or distribution was prohibited by 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 (subject to the provisions of Section 11.08) shall be received and held in trust by the Trustee, the Paying Agent or such Holder for the benefit of the holders of Senior Debt of the Company or the Guarantor, and shall 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 the Company or be made, the basis Guarantor remaining unpaid or unprovided for a subsequent Payment Blockage Notice (it being understood that any subsequent actionor their representative or representatives, or to the trustee or trustees under any breach indenture pursuant to which any instruments evidencing such Senior Debt of any covenant for a period commencing after the date of receipt by Company or the Trustee Guarantor may have been issued, ratably, according to the aggregate amounts remaining unpaid on account of such Payment Blockage NoticeSenior Debt of the Company or the Guarantor held or represented by each, that, for application to the payment of all Senior Debt in either case, would give rise full after giving effect to all concurrent payments and distributions to or for the holders of such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit Securities (other than payments to Holders from funds held in trust for the defeasance trust benefit of Holders pursuant to Section 8.039.01), whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on any Designated Senior Debt occurs Debt, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond such default shall not have been cured or waived. In addition, during the continuance of any applicable period non-payment default or non-payment event of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (with a copy to the Issuer" Payment Blockage Notice") until all Obligations with respect to from a holder or holders of such Designated Senior Debt are paid in full in cash; providedor the trustee or agent acting on behalf of such Designated Senior Debt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which or such 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 any Designated Senior Debt has been accelerated (and written notice discharged or repaid in full, or the requisite holders of such acceleration has been received Designated Senior Debt have otherwise agreed in writing, no payment or distribution will be made by or on behalf of the Company on account of or with respect 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 Payment Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in 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. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod 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 any breach not within a period of any covenant 365 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of the principal of of, premium, if any, or interest on the Securities, including or any deposit payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the defeasance trust pursuant Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to Section 8.03individually and collectively as a "Securities Payment"), whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on any Designated Senior Debt occurs Debt, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and is continuing beyond 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. In addition, during the continuance of any applicable period non-payment default or non-payment event of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of notice (with a copy to the Issuer"Payment Blockage Notice") until all Obligations with respect to from a holder or holders of such Designated Senior Debt are paid in full in cash; providedor the trustee or agent acting on behalf of such Designated Senior Debt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which or such 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 any Designated Senior Debt has been accelerated (and written notice discharged or repaid in full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such acceleration has been received Designated Senior Debt, no Securities Payment will be made by or on behalf of the Company, except from those funds held in trust for purposes of defeasance for the benefit of the Holders of any Securities to such Holders, during a period (a "Payment Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date of the Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in 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. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice 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 understood acknowledged that any subsequent action, action or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions provision under which a an event of default previously existed or was continuing continuing, shall constitute a new event of default for this purpose).

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 Issuer Company) pay any Principal of principal or interest on, redeem, defease or repurchase any of the Securities (i) after any Senior Debt becomes due and payable, unless and until all such Senior Debt shall first be paid in full or (ii) after a Senior Debt Payment Default, unless and until such Senior Debt Payment Default has been cured, waived, or otherwise has ceased to exist. During a Payment Blockage Period, no payment of any Principal of or interest on the SecuritiesSecurities may be made, including any deposit to directly or indirectly, by the defeasance trust pursuant to Section 8.03Company. 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, whether pursuant to at the terms end of the SecuritiesPayment Blockage Period, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, the Company shall be made pay all sums not paid to the Holders (except that Holders may receive and retain payments made from during the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the Issuer) until Period and resume all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that other payments on the Securities as and when due. Defaulted Interest shall be resumed (x) paid in the case accordance with Section 307. Any number 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 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 any Designated Senior Debt has been accelerated Default Notices may be given; provided, however, that as to any issue of Senior Debt (and written notice of such acceleration has been received by the Trustee). 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 (yi) not more than one Payment Blockage Period may Senior Debt Default Notice shall be commenced with respect to the Securities during any given within a period of 360 any 366 consecutive days. No nonpayment , and (ii) no specific act, omission, or condition that gave rise to a default that existed or was continuing on upon the date of delivery of any Payment Blockage such Senior Debt Default Notice (whether or not such default applies to the Trustee same issue of Senior Debt) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that Period. If any subsequent actionDistribution, payment or deposit to redeem, defease or acquire any breach of any covenant for a period commencing after the date of receipt Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this Section 1403, then, unless such Payment Blockage NoticeDistribution is no longer prohibited by this Section 1403, thatsuch Distribution shall be received and applied by the Trustee for the benefit of the holders of Senior Debt, in either case, would give rise and shall be paid or delivered by the Trustee to such a default pursuant the holders of Senior Debt for application to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the payment of all Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise (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 Indebtedness. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full, no direct or indirect payment shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders the Securities, except from those funds held in trust for the benefit of the Designated Senior Debt as Holders of any Securities to which such default relates to accelerate its maturity and Holders, during a period (a "Payment Blockage Period") commencing on the Trustee receives a written notice date of receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 in no event shall a Payment Blockage Notice be effective for purposes of this Section 17.2(a) unless and until 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt or Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest the applicable Guarantor or any other Person on the SecuritiesCompany's or such Guarantor's, including as the case may be, behalf with respect to any deposit Obligations on the Securities or the Guarantee of such Guarantor, as the case may be, or to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms acquire any of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then 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 Securities or (y) acquire 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 on 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 127 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; providedcash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, that the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities shall be resumed (x) in the case of a payment defaultSecurities, upon the date on which including all payments not made during 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof payment on the Securities was given due and (y) not more than only one Payment such Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated Senior Debt, whether or not after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exit for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions of the Designated Senior Debt under which a an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer of principal of or interest on the Securities, including If any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on or any other amounts owing with respect to Designated any Senior Debt that permits holders Debt, no payment of any kind or character (except payment in Permitted Securities) shall be made by the Company or any other Person on behalf of the Designated Senior Debt Company with respect to any Obligations on the Securities or to acquire any of the Securities for cash or property or otherwise. In addition, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as to which such default relates to accelerate its maturity and the Trustee receives a written notice result of such other default (a “Payment Blockage Notice”parent) from the Issuer or the holders of with respect to any Designated Senior Debt (with a copy to as such event of default is defined in the Issuerinstrument creating or evidencing such Designated Senior Debt) until all Obligations with respect to and such event of default permits the holders of such Designated Senior Debt are paid then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Company and the Trustee (a "DEFAULT NOTICE"), then, unless and until all events of de- fault have been cured or waived or have ceased to exist or the Company and the Trustee receive notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "BLOCKAGE PERIOD"), neither the Company nor any other Person on behalf of the Company shall make any payment of any kind or character (except in full in cash; provided, that payments Permitted Securities) with respect to any Obligations 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 acquire any of the date on which such nonpayment default is cured, waived Securities for cash 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)property or otherwise. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof payment on the Securities was given due and (y) not more than only one Payment such Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment For all purposes of this Section 10.02(a), no event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt initiating such Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment second Blockage Notice Period by the Representative 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 (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions provision under which a an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest (including Additional Interest) on the Securities, including any deposit Securities (other than payments to Holders from funds held in trust for the defeasance trust benefit of Holders pursuant to Section 8.039.01), whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer or Change by way of Control Offer repurchase, redemption, defeasance or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment when due of all or any portion of the principal of obligations under or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with in respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to 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 Issuer) until all Obligations benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any non-payment default or non- payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such ----------------------- Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt are paid in full in cash; providedDebt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which or such 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 any Designated Senior Debt has been accelerated (and written notice discharged or repaid in full in cash, or the requisite holders of such acceleration has been received Designated Senior Debt have otherwise agreed in writing, no payment or distribution will be made by or on behalf of the Company on account of or with respect 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 Payment ----------------------- Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in any 360-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 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod 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 any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, or premium, if any, and interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or a Change of Control Offer or Net Proceeds Offer or otherwise, shall be made to the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) of Securities if (i) a default in the payment of the principal of of, or premium, if any, and interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee Holder receives a written notice of such other default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Senior Debt are paid in full in cashfull; 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, cured or waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee Holder (such period being referred to herein as the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD"), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeCompany). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, regu- larly accruing fees with respect to, or other Obligations with respect to, any Senior Debt, no payment or distribution of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any Guarantor with respect to any Obligations on the SecuritiesSecurities or the Guarantees or to acquire, including redeem or defease any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to 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 (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; providedcash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, that the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities shall be resumed (x) in the case of a payment defaultSecurities, upon the date on which including all payments not made during 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 Default Notice in respect thereof was given delivered to the Trustee and (y) not more than 155 -145- only one Payment such Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated Senior Debt, whether or not after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exist for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions of the Designated Senior Debt under which a an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct Unless Section 8.03 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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Securities may receive and retain payments made from the defeasance a trust described under Article 8) Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Securities in accordance with the provisions of Article Nine and without violating the provisions of Article Eight or Article Twelve of this Indenture (a "Defeasance Trust Payment")). ------------------------ In addition, unless Section 8.03 shall be applicable, if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Payment Blockage ---------------- Notice"), that payments then, unless and until all events of default have been cured or waived ------ or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the 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 its behalf shall (x) make any payment of any kind or character with respect to any Obligations 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 acquire any of the date on which such nonpayment default is cured, waived Securities for cash or ceases to exist and 179 days after property or otherwise (except that holders of 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeSecurities may receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from after the date receipt by the Trustee of the Payment Blockage Notice in respect thereof was given and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative 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 (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing provisions of this Section 8.02 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 Securities at a time when such payment or distribution is prohibited by the first three paragraphs of this Section 8.02 and before all Obligations in respect of Designated Senior Debt of 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 Representatives, as their respective interests may appear, for application to the payment 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, distribution or provision therefor to or for the holders of such Designated Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment of any kind or character (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 non behalf of the Issuer Company in respect ------------------------ of principal of of, premium, if any, or interest on the Securities or to acquire any of the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of the principal of all or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders portion of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders obligations in respect of any Designated Senior Debt (with a copy to 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 Issuer) until all Obligations benefits of this sentence waived by or on behalf of the requisite number of holders of such Designated Senior Indebtedness. In addition, if any non- payment event of default occurs with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, then upon and after receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Des- ----------------------- ignated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Debt are paid Indebtedness, unless and until all such events of default have been cured or waived or have ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash; providedcash or the benefits of these provisions have been waived by the requisite number of holders of such Designated Senior Indebtedness, that payments no direct or indirect payment of any kind or character (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company in respect of principal of, premium, if any, or interest on the Securities shall be resumed (x) in or to acquire any of the case of a payment defaultSecurities, upon acceleration pursuant to any Offer to Purchase or otherwise to such Holders, during a period (a "Payment ------- Blockage Period") commencing on the date on which of receipt of 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice Period by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of not less than 90 consecutive days (it being understood that any a subsequent action, act or any event that constitutes a breach of any a covenant for or other provision, including breach of a period commencing after financial covenant with respect to a subsequent period, shall be considered a separate event of default from a previous act or event that constitutes a breach of the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed same covenant or was continuing shall constitute a new default other provision for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, Securities whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer acceleration or Change of Control Offer or otherwise, otherwise shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment there exists a default in the payment of the all or any portion of principal of of, premium, if any, or interest on any Designated Senior Debt occurs (and is continuing beyond 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 Designated Senior Debt. In addition, during the continuance of any applicable other event of default with respect to (i) the Credit Agreement 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 grace 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 default occurs and is continuing with respect to Designated Senior Debt that permits upon receipt by the Trustee of written notice from the trustee or other representative for the holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any at least a majority in principal amount of such other Designated Senior Debt then outstanding), no such payment may be made by or on behalf of the Company upon or in respect of the Securities for a Payment Blockage Period commencing on the date of receipt of such notice and ending 119 days thereafter (with a copy unless such Payment Blockage Period shall be terminated by written notice to the Issuer) until all Obligations with respect to Trustee from such Designated Senior Debt are paid in full in cash; provided, that payments on trustee or other representative commencing 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the on which such Payment Blockage Notice in respect thereof Period was given and (y) not commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days; PROVIDED that the commencement of a Payment Blockage Period by the holders of Designated Senior Debt other than under the Credit Agreement shall not bar the commencement of another Payment Blockage Period by the Credit Agent within such period of 360 consecutive days. No nonpayment default that For all purposes of this paragraph, no Event of Default which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent second Payment Blockage Notice (it being understood that any subsequent action, Period by the representative of such Designated Senior Debt whether or any breach not within a period of any covenant 360 consecutive days unless such event of default shall have been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the IssuerCompany) 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 Issuer Company or any Subsidiary of the Company of principal of of, premium, if any, or interest on on, or other Obligations with respect to, the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase, redemption, defeasance, other purchase or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment or distribution, there exists a default in the payment of all or any portion of the principal of or interest Obligations on any Designated Senior Debt occurs Indebtedness, whether at maturity, on account of mandatory prepayment, acceleration or otherwise, and is continuing beyond 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 Indebtedness. In addition, during the continuance of any applicable period event of grace or default (iiother than a payment default described in the preceding sentence) any other default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”") from the Issuer holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of any 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 such Designated Senior Indebtedness, no direct or indirect payment or distribution (with a copy to excluding any payment in, or distribution of, Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by or on behalf of the Issuer) until all Company of principal of, premium, if any, or interest on, or other Obligations with respect to, the Securities, to such Designated Senior Debt are paid in full in cash; providedHolders, that payments during a period (a "Payment Blockage Period") commencing on the Securities shall be resumed (x) in the case date of a payment default, upon the date on which receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. Notwithstanding anything herein in the subordination provisions of this Indenture or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 365 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 365 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 defaultPayment 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 Issuer of principal of Company) pay any Principal of, redeem, defease or interest on the Securities, including repurchase any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if Securities (i) a default in the payment of the principal of or interest on Designated after any Senior Debt occurs becomes due and is continuing beyond any applicable period of grace payable, unless and until all such Senior Debt shall first be paid in full in cash or (ii) any other default occurs and is continuing with respect to Designated after a Senior Debt that permits holders Payment Default, unless and until such Senior Debt Payment Default has been cured, waived or otherwise has ceased to exist. During a Payment Blockage Period, no payment of any Principal on the Securities may be made, directly or indirectly, by 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, at the end of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from Period, the Issuer or the holders of any Designated Senior Debt (with a copy Company shall pay all sums not paid to the Issuer) until Holders during the Payment Blockage Period and resume all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that other payments on the Securities shall be resumed (x) in the case as and when due. Any number 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 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 any Designated Senior Debt has been accelerated (and written notice Default Notices may be given; provided, however, that, as to any issue of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrarySenior Debt, (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 (yi) not more than one Payment Blockage Period may Senior Debt Default Notice shall be commenced with respect to the Securities during any given within a period of 360 any 366 consecutive days. No nonpayment , and (ii) no specific act, omission or condition that gave rise to a default that existed or was continuing on upon the date of delivery of any Payment Blockage such Senior Debt Default Notice (whether or not such default applies to the Trustee same issue of Senior Debt) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that Period. If any subsequent actionDistribution, payment or deposit to redeem, defease or acquire any breach of any covenant for a period commencing after the date of receipt Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this Section 9.03, then, unless such Payment Blockage NoticeDistribution is no longer prohibited by this Section 9.03, that, in either case, would give rise such Distribution shall be received and applied by the Trustee for the benefit of the holders of Senior Debt and shall be paid or delivered by the Trustee to such a default pursuant the holders of Senior Debt for application to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the payment of all Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Issuer Company of principal of of, or interest on (including, Additional Interest) on, or any other obligation in respect of, the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to an Asset Sale Offer or Change of Control Offer or otherwiseherein, individually and collectively, as a "Securities Payment"), shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such Securities Payment, there exists a default (a "Payment Default") in the payment when due of all or any portion of the principal obligations under or in respect of any Designated Senior Debt, whether at maturity, on account of mandatory redemption or interest on prepayment, acceleration or otherwise, and such Payment Default shall not have been cured or waived. In addition, during the continuance of any default or event of default (other than a Payment Default) with respect to any Designated Senior Debt occurs and is continuing beyond pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable period of grace periods, no Securities Payment may be made by or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders on behalf of the Designated Senior Debt as to which such default relates to accelerate its maturity Company for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee receives a of written notice of such other default (a “Payment Blockage Notice”) or event of default from the Issuer holder or the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, (ii) by discharge or repayment in full in cash; providedcash of such Designated Senior Debt or (iii) because the default or event of default giving rise to such Payment Blockage Notice has been cured, that waived or ceased to exist). Subject to the provisions of the first sentence of this Section, the Company may resume payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which after 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent action, Period by the holder or holders of such Designated Senior Debt or any breach trustee, agent or other representative acting on behalf of any covenant the holder or holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest or Liquidated Damages, if any, on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that Holders of Securities may receive and retain (I) payments made from the defeasance trust described under Article 8) Eight and (II) payments made from the Escrow Account or from the proceeds of any drawing under any letter of credit pursuant to the Escrow Agreement) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “"Payment Blockage Notice”") from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Senior Debt are paid in full in cashfull; 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, cured or waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 Issuer Company) pay any Principal of principal or interest on, redeem, defease or repurchase any of the Securities (i) after the issuance of a Senior Indebtedness Default Notice and such default has not been cured or waived, (ii) after a Senior Indebtedness Payment Default, unless and until such Senior Indebtedness Payment Default has been cured, waived, or otherwise has ceased to exist, or (iii) upon the acceleration of the Securities so long as the Company has any Senior Indebtedness outstanding. During a Payment Blockage Period, no payment of any Principal of or interest on the SecuritiesSecurities may be made, including any deposit to directly or indirectly, by the defeasance trust pursuant to Section 8.03Company. Unless the Senior Indebtedness in respect of which the Senior Indebtedness Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, whether pursuant to at the terms end of the SecuritiesPayment Blockage Period, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, the Company shall be made pay all sums not paid to the Holders (except that Holders may receive and retain payments made from during the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the Issuer) until Period and resume all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that other payments on the Securities as and when due. Defaulted Interest shall be resumed paid in accordance with SECTION 3.07. Any number of Senior Indebtedness Default Notices may given; provided, however, that as to any issue of Senior Indebtedness (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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 (yi) not more than one Payment Blockage Period may Senior Indebtedness Default Notice shall be commenced with respect to the Securities during any given within a period of 360 any 366 consecutive days. No nonpayment , and (ii) no specific act, omission, or condition that gave rise to a default that existed or was continuing on upon the date of delivery of any Payment Blockage such Senior Indebtedness Default Notice (whether or not such default applies to the Trustee same issue of Senior Indebtedness) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that Period. If any subsequent actionDistribution, payment or deposit to redeem, defease or acquire any breach of any covenant for a period commencing after the date of receipt Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this SECTION 14.03, then, unless such Payment Blockage NoticeDistribution is no longer prohibited by this SECTION 14.03, thatsuch Distribution shall be received and applied by the Trustee for the benefit of the holders of Senior Indebtedness, in either case, would give rise and shall be paid or delivered by the Trustee to such a default pursuant the holders of Senior Indebtedness for application to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the payment of all Senior Indebtedness.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of or interest any other Person on its behalf with respect to any Obligations on the Securities, including Senior Subordinated Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Senior Subordinated Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Senior Subordinated Securities may receive and retain payments made from the defeasance a trust described under Article 8) VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the 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 (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Payment Blockage Notice"), that payments then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Issuer nor any other Person on the Securities its behalf shall be resumed (x) in make any payment of any kind or character with respect to any Obligations on the case of a payment default, upon the date on which such default is cured, waived Senior Subordinated Securities or ceases to exist and (y) in case of a nonpayment default, the earlier acquire any of the date on which such nonpayment default is cured, waived Senior Subordinated Securities for cash or ceases to exist and 179 days after property or otherwise (except that Holders of 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeSubordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from after the date receipt by the Trustee of the Payment Blockage Notice in respect thereof was given and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative 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 (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing provisions of this Section 10.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer 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 the first two paragraphs of this Section 10.02 and before all Obligations in respect of Designated Senior Debt of Cadmus 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 Cadmus (PRO RATA to such holders on the basis of the respective amounts of Designated Senior Debt held by such holders) or their 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, for application to the payment 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, distribution or provision therefor to or for the holders of such Designated Senior Debt.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (a "Guarantor Payment Default"), no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the Holders if any event of default other than a Guarantor Payment Default (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (ia "Guarantor Non-payment Default") a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "Guarantor Default Notice"), that payments then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Payment Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "Guarantor 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 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 acquire any of the date on which such nonpayment default is cured, waived Securities for cash 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”property or otherwise. For all purposes of this Section 12.3(a), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Guarantor Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof payment on the Securities was given due and (y) not more than only one such Guarantor Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment default that Guarantor Non-payment Default which existed or was continuing on the date of delivery the commencement of any Guarantor Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Guarantor Payment Blockage Notice Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Guarantor Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, action or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Guarantor Payment Blockage NoticePeriod, that, that in either case, would give rise to such a default Guarantor Non-payment Default pursuant to any provisions under which a default Guarantor Non-payment Default previously existed or was continuing shall constitute a new default Guarantor Non-payment Default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (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 Issuer Company or any Subsidiary of the Company of principal of of, premium, if any, or interest on on, or other Obligations with respect to, the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase, redemption, defeasance, other purchase or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest Obligations on any Designated Senior Debt occurs Indebtedness, whether at maturity, on account of mandatory prepayment, acceleration or otherwise, and is continuing beyond 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 Indebtedness. In addition, during the continuance of any applicable period event of grace or default (iiother than a payment default described in the preceding sentence) any other default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”") from the Issuer holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of any 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 such Designated Senior Indebtedness, no direct or indirect payment (with a copy to excluding any payment in, or distribution of, Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by or on behalf of the Issuer) until all Company of principal of, premium, if any, or interest on, or other Obligations with respect to, the Securities, to such Designated Senior Debt are paid in full in cash; providedHolders, that payments during a period (a "Payment Blockage Period") commencing on the Securities shall be resumed (x) in the case date of a payment default, upon the date on which receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. Notwithstanding anything herein in the subordination provisions of this Indenture or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 365 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 365 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest and Liquidated Damages, if any, on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Offer, a Change of Control Offer Offer, an offer pursuant to paragraph (b) of Section 5.01 or otherwise, shall be made to the Holders of Securities and instead shall be made to the Holders of Senior Indebtedness (except that Holders of Securities may receive and retain payments made in Permitted Junior Securities or from the defeasance trust described under Article 8) Section 9.04) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Debt Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt Indebtedness that permits holders of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default (a “"Payment Blockage Notice”") from the Issuer Company or the holders of any Designated ----------------------- Senior Debt (with a copy to the Issuer) Indebtedness until all Obligations with respect to such Designated Senior Debt Indebtedness are paid in full in cashfull; provided, that payments on the Securities shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or 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 any ----------------------- Designated Senior Debt Indebtedness has been accelerated (and written notice of such acceleration has been received by the Trustee). No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No new period of payment blockage may be commenced unless and until all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or Neither the Issuer nor any Person on behalf of the Issuer may make any payment of principal of any kind or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms character upon or in respect of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders Securities (except that Holders may receive and retain payments made from the defeasance trust described as permitted under Article 8) Eight of this Indenture) if (i) a default in the payment of the principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or interest on regularly accruing fees with respect to, any Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the case of this clause (ii), the Trustee receives a written notice of such other default (a “"Payment Blockage Notice”") from the Issuer or the holders -84- Representative of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments Debt. Payments on the Securities may and shall be resumed (x) in the case of a payment defaultdefault described in clause (i) above, upon the date on which such default is cured, cured or waived or ceases to exist and (y) in case of a nonpayment defaultdefault described in clause (ii) above, the earlier of (a) the date on which all such nonpayment default is cureddefaults have been cured or waived, waived or ceases to exist and (b) 179 days after the date on which the applicable Payment Blockage Notice is received received, (c) the date such Designated Senior Debt shall have been paid in full in cash or (d) the date such Payment Blockage Period shall have been terminated by written notice to the Trustee (from the Representative of the Designated Senior Debt initiating such period being referred to herein as the “Payment Blockage Period”, after which, in the case of clauses (a), (b), (c) and (d), the Issuer shall resume making any and all required payments in respect of the Securities, including any payments not made to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions, unless the maturity provisions described in clause (i) above or the provisions of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Section 10.03 are then applicable. 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 No new Payment Blockage Period may be commenced with respect to unless and until 360 days have elapsed since the Securities during any period effectiveness of 360 consecutive daysthe immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage NoticePeriod, that, in either case, would give rise to such a default pursuant to any provisions provision under which a such default previously existed or was continuing shall constitute a new default for this purpose).

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 Issuer Company of principal of of, premium, if any, or interest on the Securities or to repurchase any of the Securities, including except from those funds held in trust for the benefit of Holders of any deposit Securities pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on Designated any Senior Debt occurs Indebtedness, when the same becomes due and is continuing payable beyond any applicable period of grace whether at maturity, on account of mandatory redemption or (ii) prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”") from the Issuer Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such 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 any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedIndebtedness, that payments no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of, premium, if any, or interest on the Securities shall be resumed or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (xa "Payment Blockage Period") in the case of a payment default, upon commencing on the date on which of receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 (provided that payment may thereafter be restricted if a payment event of default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 acceleration or indirect otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of either of the Issuer Issuers or any other Person on either of principal of or interest their behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Securities may receive and retain payments made from the defeasance a trust described under Article 8) Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Securities without violating the provisions of Article Eight or Article Twelve of this Indenture (a "Defeasance Trust Payment")). In addition, if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt Indebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness gives written notice of the event of default to the Trustee (a "Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Indebtedness terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither of the Issuers nor any other Person on either of their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Securities or (y) acquire any of the Securities for cash or property or otherwise (except that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trusteemay receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof was given is delivered and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Indebtedness shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative of such Designated 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 understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct Upon the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness, no payment or indirect distribution of any assets or securities of either of the Issuers of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of either of the Issuers being subordinated to the payment of the Securities by either of the Issuers, but excluding any payment or distribution of Permitted Junior Securities and excluding payments from the Interest Escrow Account) may be made by or on behalf of either of the Issuer Issuers, including, without limitation, by way of principal set-off or otherwise, for or on account of the Securities, or interest for or on account of the purchase, redemption, defeasance or other acquisition of Securities, and neither the Trustee nor any Holder or owner of any Securities shall take or receive from either of the Issuers, directly or indirectly in any manner, payment in respect of all or any portion of the Securities, for a period (a "Payment Blockage Period") commencing on the date of receipt by the Trustee of written notice from the Representative (as defined below) of such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under Section 8.02(b)) the earliest of (x) the date on which more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Indebtedness shall have been paid in full or (z) such Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the Representative, after which, in the case of clause (x), (y) or (z), the Issuers shall resume making any and all required payments in respect of the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) missed payments. Notwithstanding any other default occurs and is continuing with respect to Designated Senior Debt that permits holders provision of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrarythis Indenture, (x) in no event shall a Payment Blockage Period commenced in accordance with the provisions of this Indenture described in this paragraph extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to above, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Notice Period is in respect thereof was given effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment Notwithstanding any other provision of this Indenture, no event of default that with respect to Designated Senior Indebtedness which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice to Period initiated by the Trustee Representative shall be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod initiated by the Representative, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default shall have been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company on account of the principal of of, premium (if any) or interest on the Securities, including or any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the 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 the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 Additional Amounts with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice series or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the Trustee provisions thereof at the option of the Holder thereof) for cash or property, or on account of any redemption provisions of Securities of such series, in the event of default in payment of any principal of, premium (if any) or 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 Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Debt shall have been discharged or paid in full. In furtherance of the provisions of Section 10.02, in the event that, notwithstanding the foregoing provisions of this Section 10.03, any payment or distribution of assets of the Company shall be received by the Trustee, the Paying Agent or the Holders of Securities of any series at a time when such payment or distribution was prohibited by the provisions of this Section 10.03, then, unless such payment or distribution is no longer prohibited by this Section 10.03, such payment or distribution (subject to the provisions of Section 10.08) shall be received and held in trust by the Trustee, the Paying Agent or such Holder for the benefit of the holders of Senior Debt of the Company , and shall be paid or delivered by the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Senior Debt of the Company remaining unpaid or be made, the basis unprovided for a subsequent Payment Blockage Notice (it being understood that any subsequent actionor their representative or representatives, or to the trustee or trustees under any breach indenture pursuant to which any instruments evidencing such Senior Debt of any covenant for a period commencing after the date of receipt by Company may have been issued, ratably, according to the Trustee aggregate amounts remaining unpaid on account of such Payment Blockage NoticeSenior Debt of the Company held or represented by each, that, for application to the payment of all Senior Debt in either case, would give rise full after giving effect to all concurrent payments and distributions to or for the holders of such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest (including Additional Interest) on the Securities, including any deposit Securities (other than payments to Holders from funds held in trust for the defeasance trust benefit of Holders pursuant to Section 8.039.01), whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer or Change by way of Control Offer repurchase, redemption, defeasance or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment when due of all or any portion of the principal of obligations under or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with in respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to 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 Issuer) until all Obligations benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any non-payment default or non- payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such ----------------------- Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt are paid in full in cash; providedDebt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which or such 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 any Designated Senior Debt has been accelerated (and written notice discharged or repaid in full in cash, or the requisite holders of such acceleration has been received Designated Senior Debt have otherwise agreed in writing, no payment or distribution will be made by or on behalf of the Company on account of or with respect 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 Payment ------------------------ Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in any 360-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 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod 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 any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company of principal of or interest on the Securities, including except from those funds held in trust for the benefit of Holders of any deposit Securities pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such 39 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond the Securities, except from those funds held in trust for the benefit of Holders of any applicable Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 distribution of any Collateral held in the Escrow Account) by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment ------- Blockage Notice" ) from the holder or holders of such Designated Senior --------------- Indebtedness or the trustee or agent acting on -71- 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond the Securities, except from those funds held in trust for the benefit of Holders of any applicable Securities pursuant to the procedures set forth in Article Nine hereof, to such Holders, during a period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 ") commencing on the maturity date of any Designated Senior Debt has been accelerated (and written notice receipt of such acceleration has been received notice by ----------------------- the Trustee)Trustee and ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after of not less than 90 consecutive days. Notwithstanding anything herein to the date of receipt contrary, any Collateral received or otherwise obtained by any Holder or the Trustee upon exercise of such Payment Blockage Notice, that, its rights in either case, would give rise respect thereof upon the occurrence of any Event of Default shall not be subject to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)Section 8.02.

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, unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of the Issuer Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Securities (except that, subject to applicable law, Holders may receive Subordinated Securities of the Company). Upon the happening of any default in the payment of any principal of or interest on the Securitiesor other amounts due on any Senior Indebtedness (a "Payment Default"), including any deposit then, unless and until such default shall have been cured or waived or shall have ceased to the defeasance trust pursuant to Section 8.03exist, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, no payment shall be made by or on behalf of the Company with respect to the Holders principal of, premium, if any, interest on or other amounts owing on the Securities. Upon the happening of any default or event of default (except that Holders may receive other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and retain payments including any -48- 55 default or event of default which would result upon any payment with respect to the Securities) with respect to any Designated Senior Indebtedness, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Company and the Trustee by a holder or holders of any such Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made from by or on behalf of the defeasance trust described under Article 8) Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Securities during the period (the "Payment Blockage Period") commencing on the date of such receipt of such Payment Notice and ending on the earlier of (i) a the date, if any, on which such default in the payment of the principal of is cured or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace waived or ceases to exist or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the date, if any, on which the Designated Senior Debt as Indebtedness to which such default relates to accelerate its maturity and the Trustee receives a written notice is discharged, provided, however, that no default or event of such other default (other than a “Payment Blockage Notice”Default) from shall prevent the Issuer or the holders making of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and for more than 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 any Designated Senior Debt has shall have been accelerated (and written notice of such acceleration has been received by the Trustee)given. Notwithstanding anything herein or in the Securities to the contraryforegoing, (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 (yi) not more than one Payment Blockage Period may Notice shall be commenced with respect to the Securities during any given within a period of 360 consecutive days. No nonpayment , (ii) no event of default that which existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, made the basis for the giving of a subsequent Payment Blockage Notice (it being understood that any subsequent action, unless all such events of default shall have been cured or any breach of any covenant waived for a period commencing of at least 180 consecutive days after such date, and (iii) if the Company or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Company shall resume payments of principal of, premium, if any, and interest on the Securities (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of receipt Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Ten otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.02, any payment (other than a payment in the form of Subordinated Securities) with respect to the principal of, premium, if any, or interest on the Securities shall be made by or on behalf of the Company, and received by the Trustee, by any Holder or by any such 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 10.02, then, unless and until such payment is no longer prohibited by this Section 10.02, such payment (subject to the provisions of Section 10.06 and 10.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of such Payment Blockage Noticeand shall be immediately paid over to the holders of Senior Indebtedness or their Representative, thatratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in either caseaccordance with its terms, would give rise to such a default pursuant after giving effect to any provisions under which a default previously existed concurrent payment or was continuing shall constitute a new default distribution to or for this purpose)the benefit of the holders of Senior Indebtedness.

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 Defeasance Trust Payment) by or on behalf of the Issuer Issuers of principal of of, premium, if any, or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Issuers of principal of of, premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable the Securities, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. Notwithstanding anything herein in this Article Eight 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company) pay any Principal of principal or interest on, redeem, defease or repurchase any of the Securities (i) after any Senior Debt becomes due and payable, unless and until all such Senior Debt shall first be paid in full or (ii) after a Senior Debt Payment Default, unless and until such Senior Debt Payment Default has been cured, waived, or otherwise has ceased to exist. During a Payment Blockage Period, no payment of any Principal of or interest on the SecuritiesSecurities may be made, including any deposit to directly or indirectly, by the defeasance trust pursuant to Section 8.03Company. 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, whether pursuant to at the terms end of the SecuritiesPayment Blockage Period, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, the Company shall be made pay all sums not paid to the Holders (except that Holders may receive and retain payments made from during the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the Issuer) until Period and resume all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that other payments on the Securities as and when due. Defaulted Amount shall be resumed (x) paid in the case accordance with Section 2.13. Any number 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 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 any Designated Senior Debt has been accelerated Default Notices may be given; provided, however, that as to any issue of Senior Debt (and written notice of such acceleration has been received by the Trustee). 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 (yi) not more than one Payment Blockage Period may Senior Debt Default Notice shall be commenced with respect to the Securities during any given within a period of 360 any [366] consecutive days. No nonpayment , and (ii) no specific act, omission or condition that gave rise to a default that existed or was continuing on upon the date of delivery of any Payment Blockage such Senior Debt Default Notice (whether or not such default applies to the Trustee same issue of Senior Debt) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that Period. If any subsequent actionDistribution, payment or deposit to redeem, defease or acquire any breach of any covenant for a period commencing after the date of receipt Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this Section 10.03, then, unless such Payment Blockage NoticeDistribution is no longer prohibited by this Section 10.03, thatsuch Distribution shall be received and applied by the Trustee for the benefit of the holders of Senior Debt, in either case, would give rise and shall be paid or delivered by the Trustee to such a default pursuant the holders of Senior Debt for application to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the payment of all Senior Debt.

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 Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable the Securities, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment non-payment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such non-payment event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct The Company may not make any payment or indirect payment by distribution to the Trustee or on behalf any Holder upon or in respect of the Issuer of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders Subordinated Note Obligations (except that Holders of Securities may receive and retain payments in Permitted Junior Securities or made from the defeasance trust described under Article 8) Section 9.04) until all Obligations with respect to Senior Indebtedness have been paid in full in cash or Cash Equivalents, if (i) a default in the payment of the principal (including reimbursement obligations in respect to letters of credit) of, premium, if any, or interest on or commitment, letter of credit or administrative fees relating to, Designated Senior Debt Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt Indebtedness that permits holders of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments Indebtedness. Payments on the Securities may and shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or 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”"PAYMENT BLOCKAGE PERIOD"), unless the maturity of any a payment default on Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Indebtedness then exists. 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 No new Payment Blockage Period may be commenced with respect to unless and until 360 days have elapsed since the Securities during any period date of 360 consecutive daysreceipt by the Trustee of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, unless such default shall have been waived or any breach of any covenant cured for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 days.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt (a "Payment Default"), no payment of any kind of character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the Holders if any event of default other than a Payment Default (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (ia "Non-payment Default") a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Non-payment Default to the Trustee (a "Default Notice"), that payments then, unless and until all Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default 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 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 acquire any of the date on which such nonpayment default is cured, waived Securities for cash 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”property or otherwise. For all purposes of this Section 10.3(a), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof payment on the Securities was given due and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment default that Non-payment Default which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action, action or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage NoticePeriod, that, that in either case, would give rise to such a default Non-payment Default pursuant to any provisions under which a default Non-payment Default previously existed or was continuing shall constitute a new default Non-payment Default for this purpose).

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 deposited in accordance with, and held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Issuer Company of principal of of, premium if any, or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of of, premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect the Securities, whether pursuant to Designated Senior Debt that permits holders the terms of the Designated Senior Debt as Securities, upon acceleration, pursuant to which an Offer to Purchase or otherwise to such default relates to accelerate its maturity and Holders, during a period (a "Payment Blockage Period") commencing on the Trustee receives a written notice date of receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such non-payment event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any Obligations with respect to any Senior Debt (a) No direct including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or indirect not allowed as a claim in any such proceeding), no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Securities may receive and retain Permitted Junior Securities and payments made from the defeasance a trust described under Article 8) Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Securities in accordance with the provisions of Article Nine and without violating the provisions of Article Eight or Article Twelve of this Indenture (a "Defeasance Trust Payment")). In addition, if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedthen outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Payment Blockage Notice"), that payments on the Securities shall be resumed (x) in the case then, unless and until all events of a payment default, upon the date on which such default is cured, have been cured or waived or ceases have ceased to exist and (y) in case or the Trustee receives notice from the Representative for the respective issue of a nonpayment defaultDesignated Senior Debt terminating the Payment Blockage Period, during the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable of receipt of such Payment Blockage Notice is received by (the Trustee (such period being referred to herein as the “"Payment Blockage Period”"), unless neither the maturity Company nor any other Person on either of their behalf shall (x) make any payment of any Designated Senior Debt has been accelerated kind or character with respect to any Obligations on the Securities (and written notice except in Permitted Junior Securities or Defeasance Trust Payments) or (y) acquire any of such acceleration has been received by the Trustee)Securities for cash or property or otherwise. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof was given is delivered and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative 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 180 consecutive days (it being understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing provisions of this Section 8.02 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 Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 8.02 and before all Obligations in respect of Senior Debt of 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 Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

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 deposited in accordance with, and held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to a Net Proceeds Offer, a Change of Control Offer or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the Issuer holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by the Company of principal of of, premium, if any, or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to such Holders, during a period (a "Payment Blockage Period") commencing on the 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 date of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. Notwithstanding anything herein in this Article Eight or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 acceleration or indirect otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise, shall be made to the Holders otherwise (except that Holders holders of the Securities may receive and retain payments made from the defeasance a trust described under Article 8) Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Securities in accordance with the provisions of Article Nine and without violating the provisions of Article Eight or Article Twelve of this Indenture (a "Defeasance Trust Payment"). In addition, if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt Indebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness gives written notice of the event of default to the Trustee (a "Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Indebtedness terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor any other Person on either of their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Securities or (y) acquire any of the Securities for cash or property or otherwise (except that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trusteemay receive Defeasance Trust Payments). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 180 days from the date the Payment Blockage Notice in respect thereof was given is delivered and (y) not more than only one such Payment Blockage Period may be commenced with respect to the Securities during within any period of 360 consecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Indebtedness shall be, or be made, the basis for commencement of a subsequent second Payment Blockage Notice Period by the Representative of such Designated Senior Indebtedness whether or not within a 66 67 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 understood acknowledged that any subsequent action, or any breach of any covenant financial covenants for a period commencing after the date of receipt by the Trustee commencement of such Payment Blockage Notice, Period that, in either case, would give rise to such a an event of default pursuant to any provisions under which a 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 foregoing provisions of this Section 8.02 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 Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 8.02 and before all Obligations in respect of Senior Indebtedness of 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 Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.

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 Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable the Securities, to such Holders, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment non-payment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such non-payment event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest on the Securities or to repurchase any of the Securities, including except from those funds held in trust for the benefit of Holders of any deposit Securities pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on Designated any Senior Debt occurs Indebtedness, when the same becomes due and is continuing payable beyond any applicable period of grace whether at maturity, on account of mandatory redemption or (ii) prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”" ) from the Issuer Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such 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 any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedIndebtedness, that payments no direct or indirect payment shall be made by or on behalf of the Company of principal of, premium, if any, or interest on the Securities shall be resumed or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (xa "Payment Blockage Period") in the case of a payment default, upon commencing on the date on which of receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 (provided that payment may thereafter be restricted if a payment event of default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, or premium, if any, and interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or a Change of Control Offer or Net Proceeds Offer or otherwise, shall be made to the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) of Securities if (i) a default in the payment of the principal of of, or premium, if any, and interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee Holder receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Senior Debt are paid in full in cashfull; 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, cured or waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee Holder (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeCompany). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of of, premium, if any, or interest (including Additional Interest) on the Securities, including any deposit Securities (other than payments to Holders from funds held in trust for the defeasance trust benefit of Holders pursuant to Section 8.039.01), whether pursuant to the terms of the Securities, Securities or upon acceleration, pursuant to an Asset Sale Offer or Change by way of Control Offer repurchase, redemption, defeasance or otherwise, shall will be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment when due of all or any portion of the principal of obligations under or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with in respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to 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 Issuer) until all Obligations benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders ----------------------- of such Designated Senior Debt are paid in full in cash; providedor the trustee or agent acting on behalf of such Designated Senior Debt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which or such 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 any Designated Senior Debt has been accelerated (and written notice discharged or repaid in full in cash, or the requisite holders of such acceleration has been received Designated Senior Debt have otherwise agreed in writing, no payment or distribution will be made by or on behalf of the Company on account of or with respect 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 Payment ----------------------- Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in any 360-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 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod 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 any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after of not less than 90 consecutive days. In the date of receipt event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 8.02(a), 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 Payment Blockage NoticeDesignated 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 or a trustee) notify the Trustee in either casewriting of the amounts then due and owing on the Designated Senior Debt, would give rise if any, and only the amounts specified in such notice to such a default pursuant the Trustee shall be paid to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the holders of Designated Senior Debt.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment or distribution by or on behalf of the Issuer Issuers or their Subsidiaries of principal of of, premium, if any, or interest on on, or other Obligations in respect of, the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, or on account of any Claim shall be made to and the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) Trustee shall not receive, directly or indirectly, any such payment or distribution if, at the time of such payment, there exists a default in the payment of all or any portion of the principal obligations on any Designated Senior Debt, whether at maturity, on account of mandatory redemption or interest prepayment, acceleration or otherwise (and the Trustee has received written notice thereof pursuant to Section 8.06 hereof), 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. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as pursuant to which such default relates to accelerate its the maturity thereof may be accelerated, and upon receipt by the Trustee receives a of written notice of such other default pursuant to Section 8.06 hereof (a “Payment Blockage Notice”) from the Issuer a holder or the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid 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 in cash; providedfull, that payments no direct or indirect payment or distribution shall be made by or on behalf of the Issuers or their Subsidiaries on account of or with respect to the Securities shall be resumed (x) or on account of any Claim or Obligation with respect to the Securities, except from those funds held 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received trust by the Trustee or any Paying Agent for the benefit of the Holders of any Securities, to such Holders, during a period (such period being referred to herein as the a “Payment Blockage Period”), unless ) commencing on the maturity date of any Designated Senior Debt has been accelerated (and written notice receipt of such acceleration has been received Payment Blockage Notice by the Trustee)Trustee and ending 179 days thereafter. 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 there must be 180 days in any 360 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 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Debt initiating such Payment Blockage Period may be, or be made, to the extent the holders of such Designated Senior Debt had knowledge of the same, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod 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 any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company of principal of or interest on the Securities, including except from those funds held in trust for the benefit of Holders of any deposit Securities pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond the Securities, except from those funds held in trust for the benefit of Holders of any applicable Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 common stock of the Issuer of Company) pay any principal of of, or interest on, or any other amount on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms or in respect of the SecuritiesSubordinated Securities and coupons, upon accelerationif any, pursuant to an Asset Sale Offer appertaining thereto, or Change redeem, defease or otherwise acquire any of Control Offer or otherwise, shall be made to the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if Subordinated Securities (i) after a default in the payment of the principal of Senior Indebtedness Payment Default, unless and until such Senior Indebtedness Payment Default has been cured, waived, or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace otherwise has ceased to exist, or (ii) upon the acceleration of the Subordinated Securities so long as the Company has any Senior Indebtedness outstanding. During a Payment Blockage Period, no payment of any principal of, or interest on, or any other default occurs and is continuing with amount on or in respect to Designated Senior Debt that permits holders of the Designated Subordinated Securities and coupons, if any, appertaining thereto, may be made, directly or indirectly, by the Company nor shall the Company redeem, defease or otherwise acquire any of the Subordinated Securities. Unless the Senior Debt as to Indebtedness in respect of which such default relates to accelerate the Senior Indebtedness Default Notice has been given has been declared due and payable in its maturity and entirety within the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from Period, at the Issuer or end of the Payment Blockage Period, the Company shall pay all sums not paid to the holders of any Designated Senior Debt (with a copy to Subordinated Securities during the Issuer) until Payment Blockage Period and resume all Obligations with respect to such Designated Senior Debt are other payments on the Subordinated Securities as and when due. Defaulted Interest shall be paid in full in cashaccordance with Section 307. Any number of Senior Indebtedness Default Notices may given; provided, however, that payments on the Securities shall be resumed as to any issue of Senior Indebtedness (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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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 (yi) not more than one Payment Blockage Period may Senior Indebtedness Default Notice shall be commenced with respect to the Securities during any given within a period of 360 any 366 consecutive days. No nonpayment , and (ii) no specific act, omission, or condition that gave rise to a default that existed or was continuing on upon the date of delivery of any Payment Blockage such Senior Indebtedness Default Notice (whether or not such default applies to the Trustee same issue of Senior Indebtedness) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that Period. If any subsequent actionDistribution, payment or deposit to redeem, defease or acquire any breach of any covenant for a period commencing after the date of receipt Subordinated Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this Section 1703, then, unless such Distribution is no longer prohibited by this Section 1703, such Distribution shall be received and applied by the Trustee for the benefit of the holders of Senior Indebtedness, and shall be paid or delivered by the Trustee to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Payment Blockage Notice, that, in either case, would give rise Senior Indebtedness may have been issued for application to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)the payment of all Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Issuer Issuers of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the Obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full, no direct or indirect payment (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Issuers of principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders the Securities, except from those funds held in trust for the benefit of the Designated Senior Debt as Holders of any Securities pursuant to which Article Nine, to such default relates to accelerate its maturity and Holders, during a period (a "Payment Blockage Period") commencing on the Trustee receives a written notice date of receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 given. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 default or event of default) may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt or Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of the Issuer of principal of Company or interest any other Person on its or their behalf with respect to any Obligations on the Securities, including Securities or to acquire any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer Securities for cash or Change of Control Offer property or otherwise. In addition, shall be made to the 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 Non-Payment Event of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default Default occurs and is continuing with respect to any Designated Senior Debt, and if the Representative for the respective issue of Designated Senior Debt that permits holders gives written notice of the event of default to the Trustee (a "Default Notice"), then 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 Securities or (y) acquire 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 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 as to which such default relates to accelerate its maturity and terminating the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Issuer Period or the holders benefits of any this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are is discharged or paid in full in cash; providedcash or Cash Equivalents or (4) the expiration of the 180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, that the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities shall be resumed (x) in the case of a payment defaultSecurities, upon the date on which including all payments not made during 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 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”). Notwithstanding any other provisions of this Indenture, unless the maturity no Non-Payment Event of any Default with respect to Designated Senior Debt has been accelerated (and written notice which existed or was continuing on the date of such acceleration has been received the commencement of any Blockage Period initiated by the Trustee)Representative shall be, or be made, 102 -94- the basis for the commencement of a second Payment Blockage Period initiated by the Representative unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. Notwithstanding anything herein or in the Securities to the contrary, (x) in In no event shall a Payment Blockage Period extend beyond 179 days from the date of the Payment receipt by the Trustee of the Default Notice (the "Initial Blockage Notice in respect thereof was given and (y) not more than one Payment Period"). Any number of additional Blockage Periods may be commenced during the Initial Blockage Period; provided, however, that no such additional Blockage Period shall extend beyond the Initial Blockage Period. After the expiration of the Initial Blockage Period, no Blockage Period may be commenced with respect to until at least 180 consecutive days have elapsed from the Securities during any period last day of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Initial Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)Period.

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 distribution of any Collateral held in the Escrow Account) by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment ------- Blockage Notice" ) from the holder or holders of such Designated Senior --------------- Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account) shall be made by or on behalf of the Company of principal of or interest on Designated Senior Debt occurs and is continuing beyond the Securities, except from those funds held in trust for the benefit of Holders of any applicable Securities pursuant to the procedures set forth in Article Nine hereof, to such Holders, during a period (a "Payment Blockage ---------------- Period") commencing on the date of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)------ ending 179 days thereafter. 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after of not less than 90 consecutive days. Notwithstanding anything herein to the date of receipt contrary, any Collateral received or otherwise obtained by any Holder or the Trustee upon exercise of such Payment Blockage Notice, that, its rights in either case, would give rise respect thereof upon the occurrence of any Event of Default shall not be subject to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)Section 8.02.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) Eight) if (i) a default in the payment of the principal of or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “"Payment Blockage Notice”") from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the IssuerCompany) 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 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 any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

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 Defeasance Trust Payment) by or on behalf of the Issuer Company of principal of of, premium, if any, or interest on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer to Purchase or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of 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 Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of of, premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect the Securities, whether pursuant to Designated Senior Debt that permits holders the terms of the Designated Senior Debt as Securities, upon acceleration, pursuant to which an Offer to Purchase or otherwise, to such default relates to accelerate its maturity and Holders, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the Trustee receives a written notice date of receipt of such other default (a “Payment Blockage Notice”) from the Issuer or the holders of any Designated Senior Debt (with a copy to the 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. Notwithstanding anything herein in this Article Eight 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 given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

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 Issuer Company of principal of of, premium, if any, or interest on the Securities or to repurchase any of the Securities, including except from those funds held in trust for the benefit of Holders of any deposit Securities pursuant to the defeasance trust pursuant to Section 8.03procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, shall be made to if, at the Holders (except that Holders may receive and retain payments made from the defeasance trust described under Article 8) if (i) time of such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on Designated any Senior Debt occurs Indebtedness, when the same becomes due and is continuing payable beyond any applicable period of grace whether at maturity, on account of mandatory redemption or (ii) prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as Indebtedness pursuant to which such default relates to accelerate its the maturity thereof may be immediately accelerated, and upon receipt by the Trustee receives a of written notice of such other default (a “"Payment Blockage Notice”" ) from the Issuer Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such 39 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 any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedIndebtedness, that payments no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company of principal of, premium, if any, or interest on the Securities shall be resumed or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (xa "Payment Blockage Period") in the case of a payment default, upon commencing on the date on which of receipt of 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 nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received notice by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)ending 179 days thereafter. 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 (provided that payment may thereafter be restricted if a payment event of default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (yz) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice (it being understood that any subsequent actionPeriod by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment by or on behalf of the Issuer Company of principal of or interest and Liquidated Damages, if any, on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities and instead shall be made to the Holders of Senior Indebtedness (except that Holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) Section 9.04) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Debt Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt Indebtedness that permits holders of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default (a “"Payment Blockage Notice”") from the Issuer Company or the holders of any Designated Senior Debt (with a copy to the Issuer) Indebtedness until all Obligations with respect to such Designated Senior Debt indebtedness are paid in full in cashfull; provided, that payments on the Securities shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or 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 Brokerage Period”"), unless the maturity of any Designated Senior Debt Indebtedness has been accelerated (and written notice of such acceleration has been received by the Trustee). 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. No 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 understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). 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, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (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 be made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of not less than 90 consecutive days.