Common use of No Payment When Senior Debt in Default Clause in Contracts

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. In the event that any series of Securities are declared due and payable before their maturity, then and in such event the holders of the Senior Debt outstanding at the time such series of Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the holders of the Securities of such series are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal or of or any premium premium, if any, or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee a trustee, or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultmade. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the Holder of any Security holder prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holderholder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payablepayable(provided that, unless and until in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purpose of this Section) or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of this Section 14.2 shall not apply to any payment default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a "final judgment" means a judgment that is issued by a court having jurisdiction over the Company, is binding on the Company, is in full force and effect and is not subject to judicial appeal or review (including because the time within which Section 14.1 would a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be applicabledeemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (i) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, thereto or (ii) in the event that any other event of default with respect to any Senior Debt shall have occurred and be continuing permitting which would then permit the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until until, in the case of this clause (ii), such event of default shall have been cured or waived or shall have ceased to exist after written notice of such event of default to the Company and the Trustee by any holder of such declaration and its consequences shall have been rescinded Senior Debt (or annulleda trustee on behalf of the holders thereof), or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase purchase, redemption or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or the Trustee, in the case of such Holder. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest, if any), on the Securities Debentures or on account of the purchase or other acquisition of SecuritiesDebentures by the Company or any Subsidiary, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) or from funds on deposit for the redemption of Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 12.10, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section 14.04), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section 14.04, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.214.04, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section 14.2 14.04, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Issuers being subordinated to the payment of the Securities) shall be made by the Company Issuers on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Issuers shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyIssuers. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Issuers shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Issuers or its property, is binding on the Issuers or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Issuers shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Issuers have waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Issuers.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default by the Company in the payment of the principal of or any premium or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may Junior Subordinated Payment), by set-off or otherwise, shall be payable by reason of the payment of any other indebtedness of the Company being subordinated made or agreed to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest (including any Additional Interest) on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 12.02 or as otherwise specified as contemplated by Section 3.01 for the Securities which of any series of Securities that have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.02 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities, Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) or from funds on deposit for the redemption of Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 12.10, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default by the Company in the payment of the principal of (or any premium premium, if any) or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made or agreed to be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 13.02 or as otherwise specified as contemplated by Section 3.01 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any), interest or interest other amounts due on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist in writing and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of default, or in the event that any event of default with respect to any Senior Debt would result from any payments of the Notes, then no payment payments (including Principal Payments, Interest Payments, payments of Default Interest, or to the extent applicable, any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesNote) shall be made by the Company on account of the principal of or any premium or interest Guarantor on the Securities Notes or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultNotes. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company or any Guarantor shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the CompanyCompany for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 16.02 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment Payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 16.02 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of Junior Subordinated Payment or any other indebtedness of the Company being subordinated to the payment of the Securitiessinking fund payment, except as provided below) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, provided, however, that nothing in each case unless and until all amounts due or to become due on such Senior Debt are paid in full. Nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made actually known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Companyholders of Senior Debt or their representatives or agents. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared or otherwise shall become due and payable before their Stated Maturity (including by reason of a Change in Control) and there shall have occurred (i) a default in the payment of principal, premium, if any, or interest (including a default under any repurchase or redemption obligation) with respect to any Senior Debt or (ii) any other event of default with respect to any Senior Debt, permitting the holders thereof to accelerate the maturity thereof, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts then due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultmade. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if (1) such fact shall, at or prior to the time of such paymentSecurities Payment, have been made actually known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderHolder or (2) the Securities have been accelerated, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 13.02 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt during or beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and and, if any such declaration and its consequences Senior Debt shall have been accelerated, such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment declaration of acceleration or event of defaultwhich have been converted pursuant to Article Fourteen. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1502 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section 1504, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section 1504), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section 1504, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness Indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 1504 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.21504, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 1504, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section 1504, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of or any premium of, premium, if any, or interest on any Senior Debt beyond any applicable grace period with respect to such thereto (a "Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior DebtPayment Default") to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesDebentures) shall be made by the Company on account of the principal of of, or any premium premium, if any, or interest on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures. During the satisfaction continuance of any sinking fund non-payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default with respect to Senior Debt in an aggregate principal amount of at least $10 million pursuant to which the maturity thereof is or may be accelerated, or in the event any judicial proceeding shall be pending with respect to any such default, then, upon receipt by the Trustee of notice thereof from the holders of such Senior Debt (a "Senior Non-Payment Default"), unless and until (i) such default or event of default shall have been cured or waived or shall have ceased to exist, or (ii) a Default under either Section 801(7) or Section 801(8) hereof involving the Company or any Subsidiary of the Company shall have occurred and be continuing, or (iii) such Senior Debt shall have been paid in full (each of clause (i), (ii) and (iii) being a "Blockage Termination Event"), no payment or distribution will be made by or on behalf of the Company on account of or with respect to the Debentures (except for those funds held in trust for the benefit of the Holders of any Debentures to such Holders) during a period (a "Blockage Period") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Subject In addition to Section 14.5the restrictions on payment set forth in the two immediately preceding paragraphs, so long as no Blockage Termination Event shall have occurred, upon the occurrence of either a Senior Payment Default or a Senior Non-Payment Default, neither the Trustee nor any Holder of the Debentures may take any action to accelerate the maturity of the Debentures during any Blockage Period (with respect to a Senior Payment Default, the Blockage Period shall be deemed to commence on the date which is the first date payment should have been made). Notwithstanding anything herein to the contrary, (i) in no event will a Blockage Period extend beyond the 179 days from the date the payment on the Debentures was due and (ii) there must be 180 days in any 365 day period during which no Blockage Period is in effect. Not more than one Blockage Period may be commenced with respect to the Debentures during any period of 365 consecutive days. No default or event of default that existed or was continuing on the date of commencement of any Blockage Period with respect to the Senior Debt initiating such Blockage Period may be, or be made, the basis for the commencement of any other Blockage Period by the holders of such 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. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Debenture prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 902 hereof would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Operating Partnership being subordinated to the payment of the Securities) shall be made by the Company Operating Partnership on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by -72- 82 delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment Payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Operating Partnership shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyOperating Partnership. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1402 would be applicable.

No Payment When Senior Debt in Default. In the event that any Senior Payment Default (as defined below) shall have occurred and during be continuing, then no Company Securities Payment shall be made unless and until such Senior Payment Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of Senior Debt of the continuation Company shall have been paid in full, or provision shall have been made for such payment in cash or otherwise in a manner satisfactory to the holders of such Senior Debt. "Senior Payment Default" means (i) any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in of the event that Company and (ii) any event of default with respect to any Senior Debt shall have occurred and be continuing permitting of the holders of Company which has resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, unless then, upon the receipt by the Company and until the Trustee of written notice of such event Senior Nonmonetary Default from any holder of default Senior Debt of the Company with a principal amount in excess of $50,000,000, no Company Securities Payment shall be made during the period (the "Payment Blockage Period") commencing on the date of such receipt of such written notice and ending on the earlier of (i) the date on which such Senior Nonmonetary Default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration of Senior Debt of the Company shall have been rescinded or annulled, annulled or the Senior Debt of the Company to which such Senior Nonmonetary Default relates shall have been discharged or (bii) in the event any judicial proceeding shall 179th day after the date of such receipt of such written notice. No more than one Payment Blockage Period may be pending commenced with respect to the Securities during any such default in payment consecutive 360-day period. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or event was continuing on the date of default, then no payment (including any payment which may be payable by reason of the payment commencement of any other indebtedness of the Company being subordinated to the payment of the Securities) Payment Blockage Period shall be, or be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoingmade, the Company shall make any payment to basis for the Trustee commencement of a subsequent Payment Blockage Period whether or the Holder not within a period of any Security prohibited 360 consecutive days by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder holders of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.the

No Payment When Senior Debt in Default. In the event that any Securities are declared due and payable before their Stated Maturity, then in such event the holders of the Senior Debt outstanding at the time such Securities become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any 77 applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, made; provided, however, that nothing in this Section 14.2 paragraph shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default). Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 1302 would be applicable. Section 1304. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 1302 or under the conditions described in Section 1303, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Securities Payment would have been prohibited by the provisions of this Article.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities, Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.2 1202 or as otherwise specified as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1302 would be applicable.

No Payment When Senior Debt in Default. In the event that any Senior Payment Default (as defined below) shall have occurred and during be continuing, then no Company Securities Payment shall be made unless and until such Senior Payment Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of Senior Debt of the continuation Company shall have been paid in full, or provision shall have been made for such payment in cash or otherwise in a manner satisfactory to the holders of such Senior Debt. "Senior Payment Default" means (i) any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in of the event that Company and (ii) any event of default with respect to any Senior Debt shall have occurred and be continuing permitting of the holders of Company which has resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, unless then, upon the receipt by the Company and until the Trustee of written notice of such event Senior Nonmonetary Default from any holder of default Senior Debt of the Company with a principal amount in excess of $50,000,000, no Company Securities Payment shall be made during the period (the "Payment Blockage Period") commencing on the date of such receipt of such written notice and ending on the earlier of (i) the date on which such Senior Nonmonetary Default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration of Senior Debt of the Company shall have been rescinded or annulled, annulled or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness Senior Debt of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.such Senior

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultdefault or which have been converted pursuant to Article 14. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1402 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and -------------------------------------- during the continuation of any default by the Company in the payment of the principal of or any premium or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may Junior Subordinated Payment), by set-off or otherwise, shall be payable by reason of the payment of any other indebtedness of the Company being subordinated made or agreed to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest (including any Additional Interest) on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 12.02 or as otherwise specified as contemplated by Section 3.01 for the Securities which of any series of Securities that have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.02 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultdefault or which have been converted pursuant to Article XIV. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 15.2 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any), interest or interest other amounts due on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist in writing and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of default, or in the event that any event of default with respect to any Senior Debt would result from any payments of the Notes, then no payment payments (including principal payments, interest payments or, to the extent applicable, any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesNote) shall be made by the Company on account of the principal of or any premium or interest Guarantor on the Securities Notes or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultNotes. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company or any Guarantor shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this Section 14.218.04, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at in accordance with the Corporate Trust Office terms of the Trustee by a holder of Senior Debt or the Company Section 18.10 hereof or, as the case may be, such Holder, subject to the terms of Section 18.10 hereof, then and in such event such payment shall be paid over and delivered to the CompanyCompany for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 18.02 would be applicable.

No Payment When Senior Debt in Default. (i) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, thereto or (ii) in the event that any other event of default with respect to any Senior Debt shall have occurred and be continuing permitting which would then permit the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until until, in the case of this clause (ii), such event of default shall have been cured or waived or shall have ceased to exist after written notice of such event of default to the Company and the Trustee by any holder of such declaration and its consequences shall have been rescinded Senior Debt (or annulleda trustee on behalf of the holders thereof), or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase purchase, redemption or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made actually known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or the Trustee, in the case of such Holder. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) or which have been converted pursuant to Article 14 prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1402 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared due and payable before their Stated Maturity, then in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment; provided, however, that nothing in this paragraph shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, made; provided, however, that nothing in this Section 14.2 paragraph shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting crediting, pursuant to Section 12.2 1202, Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 1302 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of that any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto shall have occurred and be continuing, then no Note Payment shall be made, unless and until such event of default shall have been cured or waived or shall have ceased to such Senior Debtexist. Additionally, or in the event that any other event of default (i.e., other than a default in the payment of principal of (or premium, if any) or interest on any Senior Debt) with respect to any Senior Debt shall have occurred and be continuing permitting the holder or holders or trustee of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, and any Notice Giver has given a Payment Stoppage Notice with respect to such Senior Debt, then no Note Payment shall be made, unless and until the earliest to occur of (i) the expiration of the related Payment Stoppage Period, (ii) the Company and the Holders of the Notes receive written notice from the Notice Giver terminating such Payment Stoppage Period, or (iii) such event of default shall have been cured or waived or shall have ceased to exist exist. Notwithstanding anything herein to the contrary, in no event will a Payment Stoppage Period extend beyond 179 days after the date any Note Payment was due and not paid as a consequence of such Payment Stoppage Period, and only one such Payment Stoppage Period may be commenced within any such declaration and its consequences shall have been rescinded period of 365 consecutive days. For purposes of this Section 5.3, no default which existed or annulled, or (b) in the event any judicial proceeding shall be pending was continuing with respect to the Senior Debt to which the Payment Stoppage Period relates on the date such Payment Stoppage Period commenced shall be or be made the basis for the commencement of any subsequent Payment Stoppage Period by any holder of such Senior Debt unless such default in payment is cured or event waived for a period of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultnot less than 90 consecutive days. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Note Payment to the Trustee or the any Holder of any Security the Notes prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderSection, then and in such event event, such payment Note Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 5.3 shall not apply to any payment Note Payment with respect to which Section 14.1 5.2 would be applicable. SECTION 3. This Amendment is made by the parties as of the date first above written, but shall become effective only upon the acknowledgment hereof by Congress in the form attached. SECTION 4. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to "this Agreement", "hereunder", "hereof" or words of like import shall mean and be a reference to the Agreement as amended hereby. Except as specifically amended above, all of the terms of the Agreement remain unchanged and in full force and effect. SECTION 5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. SECTION 6. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

No Payment When Senior Debt in Default. In the event that any Securities are declared due and payable before their Stated Maturity, then in such event the holders of the Senior Debt outstanding at the time of such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, made; provided, -------- however, that nothing in this Section 14.2 paragraph shall prevent the satisfaction of any ------- sinking fund payment in accordance with Article XII Twelve by delivering and crediting crediting, pursuant to Section 12.2 1202, Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default). Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 1302 would be applicable. Section 1304. Payment Permitted If No Default. ------------------------------- Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 1302 or under the conditions described in Section 1303, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Securities Payment would have been prohibited by the provisions of this Article.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt during or beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and and, if any such declaration and its consequences Senior Debt shall have been accelerated, such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the -76- 79 Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment declaration of acceleration or event of defaultwhich have been converted pursuant to Article Fourteen. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1502 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5; provided, in the event thathowever, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder that holders of Senior Debt or the Company or, as the case may be, shall not be entitled to receive payment of any such Holder, then and in such event such payment shall be paid over and delivered amounts to the Company. The extent that such holders would be required by the subordination provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.such Senior

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default by the Company in the payment of the principal of (or any premium premium, if any) or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made or agreed to be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any 114 105 Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 13.02 or as otherwise specified as contemplated by Section 3.01 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event that any Notes are declared due and payable before their maturity, then and in such event the holders of the Senior Debt outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the holders of the Notes are entitled to receive any Notes Payment. In the event and during the continuation of any default in the payment of the principal or of or any premium premium, if any, or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee a trustee, or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Notes Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultmade. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Notes Payment to the Trustee or the Holder of any Security holder prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentNotes Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holderholder, then and in such event such payment Notes Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Notes Payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared or otherwise shall become due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any payment by the Company on account of the principal of, premium, if any, or interest (including Liquidated Damages) on the Securities or on account of the redemption, repurchase or other acquisition of the Securities. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium of, premium, if any, or interest (including Liquidated Damages) on the Securities Securities, or on account of the purchase purchase, redemption or other acquisition of the Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by shall have received any payment or distribution of assets of the foregoing provisions Company of this Section 14.2any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such paymentpayment or distribution, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over and or delivered forthwith to the Companytrustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in 101 full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Debt. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.2 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default by the Company in the payment of the principal of (or any premium premium, if any) or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made or agreed to be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in . (b) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.213.4, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. . (c) The provisions of this Section 14.2 13.4 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event that any Notes are declared or otherwise shall become due and payable before their Stated Maturity (including by reason of a Fundamental Change) and there shall have occurred (i) a default in the payment of principal, premium, if any, or interest (including a default under any repurchase or redemption obligation) with respect to any Senior Debt or (ii) any other event of default with respect to any Senior Debt, permitting the holders thereof to accelerate the maturity thereof, then and in such event the holders of the Senior Debt outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts then due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Notes are entitled to receive any Notes Payment. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Notes Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultmade. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Notes Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if (1) such fact shall, at or prior to the time of such paymentNotes Payment, have been made actually known in a writing delivered to a Responsible Officer responsible officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderHolder or (2) the Notes have been accelerated, then and in such event such payment Notes Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Notes Payment with respect to which Section 14.1 9.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company Trustee, subject to Section 14.5 below, or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. In (a) Subject to Section 13.06(c), (i) (A) in the event and during the continuation of any default in the payment of the principal of or any premium premium, if any, or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto (a “Payment Default”), or (B) in the event that any event of default default, other than a Payment Default, with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless payable and until such event a Responsible Officer of the Trustee receives a written notice of the default shall have been cured (a “Payment Blockage Notice”) from the Company or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulleda representative of the Senior Debt, or (bii) in the event any judicial proceeding shall be pending with respect to any such default in payment Payment Default or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section 13.06, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesNotes) shall be made by the Company on account of the principal of or any premium interest (including Additional Interest, if any), on, or interest with respect to the conversion of, the Notes. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 365 days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Notes that are due have been paid in full in cash. No default that existed or was continuing on the Securities date of delivery of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on account and distributions in respect of the purchase Notes upon: (1) in the case of a Payment Default, the date upon which the default is cured or other acquisition of Securitieswaived or ceases to exist, provided, however, that nothing or (2) in this Section 14.2 shall prevent the satisfaction case of any sinking fund payment event of default of the kind specified in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities 13.06(a)(i)(B), the earlier of the date on which have been acquired (upon redemption or otherwise) prior to such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Senior Debt has been accelerated or this Article 13 otherwise prohibits the payment or event distribution at the time of default. Subject to Section 14.5, in such payment or distribution. (b) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.213.06, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, -77- such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions . (c) No default in payment or event of this Section 14.2 shall not apply to any payment default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Section 13.06(a)(i)(A) or Section 13.06(a)(i)(B), and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Section 13.06(a)(ii), if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court of competent jurisdiction, is binding on the Company, is in full force and effect and is not subject to judicial appeal or review (including, without limitation, because the time within which Section 14.1 would a party may seek appeal or review has expired); provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be applicabledeemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Operating Partnership being subordinated to the payment of the Securities) shall be made by the Company Operating Partnership on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment Payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Operating Partnership shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyOperating Partnership. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1402 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company Issuer on account of the principal of (or any premium premium, if any) or interest interest, if any, on the Debt Securities or on account of the purchase or other acquisition of Securities, Debt Securities by the Issuer or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 12.02 Debt Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Issuer shall make any payment to the Trustee or the Holder of any Debt Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyIssuer. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared or otherwise shall become due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any payment by the Company on account of the principal of, premium, if any, or interest (including Liquidated Damages) on the Securities or on account of the purchase or other acquisition of the Securities. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium of, premium, if any, or interest (including Liquidated Damages) on the Securities Securities, or on account of the purchase purchase, redemption or other acquisition of the Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or the Trustee, in the case of such Holder. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.2 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared due and payable before their Stated Maturity, then in such event the holders of the Senior Debt outstanding at the time of such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, made; provided, however, that nothing in this Section 14.2 paragraph shall prevent the satisfaction -------- ------- of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting crediting, pursuant to Section 12.2 1202, Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default). Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 1302 would be applicable. Section 1304. Payment Permitted If No Default. ------------------------------- Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 1302 or under the conditions described in Section 1303, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities Payments or the retention of such Securities Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such Securities Payment would have been prohibited by the provisions of this Article.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default by the Company in the payment of the principal of (or any premium premium, if any) or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may Junior Subordinated Payment), by set-off or otherwise, shall be payable by reason of the payment of any other indebtedness of the Company being subordinated made or agreed to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 13.02 or as otherwise specified as contemplated by Section 3.01 for the Securities of any series which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, 101 such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event that the Securities of any series are declared or otherwise shall become due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of such Securities are entitled to receive any payment by the Company on account of the principal of (or premium, if any) or interest on such Securities or on account of the purchase or other acquisition of such Securities. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities of any series, or on account of the purchase purchase, redemption or other acquisition of such Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by shall have received any payment or distribution of assets of the foregoing provisions Company of this Section 14.2any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such paymentpayment or distribution, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over and or delivered forthwith to the Companytrustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Debt. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1602 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Issuers being subordinated to the payment of the Securities) shall be made by the Company Issuers on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Issuers shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyIssuers. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Issuers shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Issuers or their property, is binding on the Issuers or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Issuers shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Issuers have waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by an Issuer.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) or from funds on deposit for the redemption of Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 12.10, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In If (a) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt of the Guarantor beyond any applicable grace period with respect to such Senior Debtthereto (a "payment event of default"), or in the event that any event of default (other than a payment event of default) with respect to any Senior Debt of the Guarantor shall have occurred and be continuing and shall have resulted in such Senior Debt of the Guarantor becoming or being declared due and payable, or (b) in the event 108 that any event of default (other than a payment event of default) with respect to any Bank Debt of the Guarantor shall have occurred and be continuing permitting the holders of such Senior Bank Debt of the Guarantor (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Bank Debt of the Guarantor due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment payment, direct or indirect (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Guarantor being subordinated to the payment of the Securities) Guarantees), shall be made by the Company Guarantor on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or redemption or other acquisition of SecuritiesSecurities or coupons appertaining thereto (x) in case of any payment or nonpayment event of default specified in (a), unless and until (A) such event of default shall have been cured or waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled or (B) the Senior Debt of the Guarantor in respect of which such declaration of acceleration has occurred is discharged, (y) in case of any nonpayment event of default specified in (b), from the earlier of the dates the Guarantor and the Trustee receive written notice of such event of default from and Agent Bank or a representative of a holder of Bank Debt of the Guarantor until the earlier of (A) 180 days after such date and (B) the date, if any, on which the Bank Debt of the Guarantor to which such default relates are discharged or such default is waived by the holders of such Bank Debt of the Guarantor or otherwise cured; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction if any notice of payment within such 360-day period is given by or on behalf of any sinking fund payment in accordance holders of Bank Debt (other than the Bank Debt ), only the representative with Article XII respect to the Bank Debt may give the other Payment Notice during such 360-day period. No event of default which had occurred and was continuing on the date of receipt by delivering the Company of a Payment Notice and crediting pursuant was known to Section 12.2 Securities any holder of specified Senior Debt or its representative with respect to which the first Payment Notice was given may be made the basis for the delivery of a second Payment Notice from such representative whether or not within any consecutive 360-day period, unless such event of default shall have been acquired (upon redemption cued or otherwise) prior to such default in payment or event waived for a period of defaultnot less than 90 consecutive days. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderSection, then and in such event such payment shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 14.11, shall be paid over and delivered 109 forthwith to Guarantor, in each case for the benefit of the holders of Senior Debt of the Guarantor, and to the Companyextent of any such payment over the rights and remedies of the Trustee and the Holders of Securities and coupons, and the obligations of the Issuer and the Guarantor, shall be reinstated in full force and effect as if such payment by the Guarantor to the Trustee or such Holders had never been made. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.03 (without giving effect to the exclusion from the applicability of said Section contained in the first sentence of the last paragraph thereof) would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities, Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.2 1202 or as otherwise specified as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if written notice of such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1302 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered 79 72 to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default (beyond any applicable grace periods prescribed in the instrument evidencing such Senior Debt) in the payment of the principal of of, (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or (b) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting that permits the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare cause such Senior Debt to be declared or become due and payable prior to the date on which it would otherwise have become due and payablepayable and the Trustee receives a notice of the default from a Representative or holder of Senior Debt or the Company, in the case of (a) and (b), unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder13.4, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 13.4 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event of and during the continuation of (a) any default (whether at maturity or upon acceleration or mandatory prepayment or on any principal installment payment date or interest payment date, or otherwise) in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace or notice and cure period with respect to such Senior Debtthereto, or in the event that (b) any nonpayment event of default with respect to any Senior Debt shall have occurred and be continuing Debt, permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) thereof to declare such Senior Debt to be due and payable prior to the date on which it would otherwise have become due and payablepayable and beyond any applicable grace period, and written notice thereof has been given to the Company (and the Company shall have given the Agent a copy of such notice), then no payment shall be made by the Company on account of the principal or interest on the Convertible Notes or on account of the purchase or redemption or other acquisition of Convertible Notes or any other amounts payable in respect of the Convertible Notes or this Agreement (i) in case of any payment default specified in clause (a), unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist and any or such declaration and its consequences acceleration shall have been rescinded or annulled, or (bii) in case of any nonpayment event of default specified in clause (b), the period of time (the "Blockage Period") beginning on the date the Company receives an effective notice of such non-payment event any judicial proceeding shall of default and ending on the earlier of the 180th day after receipt by the Company of such notice or the date, if any, on which Senior Debt to which such default relates is discharged or such default is waived in writing by the holders of such Senior Debt or otherwise cured (provided that no more than one Blockage Period may be pending commenced with respect to the Convertible Notes during any 360-day period and provided further, that, in any such default in payment 360-day period, no other event that gave rise or could have given rise to a different nonpayment event of default, then no payment default specified in clause (including any payment which may be payable by reason b) that existed or was continuing on the date of the payment commencement of any other indebtedness of the Company being subordinated to the payment of the Securities) shall Blockage Period can be, or can be made by to be, the Company basis for the commencement of a second Blockage Period, whether or not within such 360-day period). As long as any Senior Debt is outstanding, payment on account of the principal of or Convertible Notes may not be accelerated during any premium or interest on Blockage Period unless the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company10.2 are applicable. The provisions of this Section 14.2 10.3 shall not apply to any payment with respect to which Section 14.1 10.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt during or beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and and, if any such declaration and its consequences Senior Debt shall have been accelerated, such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities; PROVIDED, provided, howeverHOWEVER, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment declaration of acceleration or event of defaultwhich have been converted pursuant to Article Fourteen. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1502 would be applicable.

No Payment When Senior Debt in Default. In the event that any -------------------------------------- Senior Payment Default (as defined below) shall have occurred and during be continuing, then no Securities Payment whether by setoff, exercising contractual or statutory rights or otherwise and whether in the continuation form of cash, stock or property or otherwise shall be made, unless and until such Senior Payment Default shall have been cured or waived in writing or shall have ceased to exist or all amounts then due and payable in respect of such Senior Debt (including, without limitation, amounts that have become and remain due by acceleration) shall have been paid in full in cash. "Senior Payment Default" means any default in the payment of the principal of or any premium of, premium, if any, or interest on any Senior Debt beyond when due, whether at the stated maturity of any applicable grace period with respect such payment or by declaration of acceleration, call for redemption, notice of the exercise of an option to require such Senior Debtrepayment, mandatory payment or in prepayment or otherwise. In the event that any event of default with respect to any Senior Debt Nonmonetary Default (as defined below) shall have occurred and be continuing permitting continuing, then, upon the holders receipt by the Company of written notice of such Senior Debt (Nonmonetary Default from the agent under the Credit Agreement to which such Senior Nonmonetary Default relates or, if no loans or other amounts are then outstanding under the trustee Credit Agreement or any renewal, extension or refunding thereof, and the Credit Agreement and any such renewal, extension or refunding have been terminated, upon receipt of such notice by or on behalf of the any other holder or holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payablein an aggregate amount in excess of $25,000,000, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made whether by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securitiessetoff, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company exercising contractual or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. In If (a) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt of the Issuer beyond any applicable grace period with respect to such Senior Debtthereto (a "payment event of default"), or in the event that any event of default (other than a payment event of default) with respect to any Senior Debt of the Issuer shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt Issuer becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event that any judicial proceeding shall be pending event of default (other than a payment event of default) with respect to any Bank Debt of the Issuer shall have occurred and be continuing permitting the holders of such default in payment Bank Debt of the Issuer (or event a trustee on behalf of defaultthe holders thereof) to declare such Senior Debt of the Issuer due and payable prior to the date on which it would otherwise have become due and payable, then no payment payment, direct or indirect (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the Securities) ), shall be made by the Company Issuer on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or redemption or other acquisition of SecuritiesSecurities or coupons appertaining thereto (x) in case of any payment or nonpayment event of default specified in (a), unless and until (A) such event of default shall have been cured or waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled or (B) the Senior Debt of the Issuer in respect of which such declaration of acceleration has occurred is discharged, (y) in case of any nonpayment event of default specified in (b), from the earlier of the dates the Issuer and the Trustee receive written notice of such event of default from an Agent Bank or any other representative of a holder of Bank Debt of the Issuer until the earlier of (A) 180 days after such date and (B) the date, if any, on which the Bank Debt of the Issuer to which such default relates is discharged or such default is waived by the holders of such Senior Debt of the Issuer or otherwise cured; [provided, however, that nothing in this Section 14.2 shall prevent the satisfaction if any notice of payment within such 360-day period is given by or on behalf of any sinking fund payment in accordance holders of Bank Debt, only the representative with Article XII respect to the Bank Debt may give the other Payment Notice during such 360-day period. No event of default which had occurred and was continuing on the date of receipt by delivering the Company of a Payment Notice and crediting pursuant was known to Section 12.2 Securities any holder of Bank Debt or its representative with respect to which the first Payment Notice was given may be made the basis for the delivery of a second Payment Notice from such representative whether or not within any consecutive 360-day period, unless such event of default shall have been acquired (upon redemption cured or otherwise) prior to such default in payment or event waived for a period of default. Subject to Section 14.5, in not less than 90 consecutive days.] In the event that, notwithstanding the foregoing, the Company Issuer shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderSection, then and in such event such payment shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 13.09, shall be paid over and delivered forthwith to the appropriate Agent Bank or other representative of such Senior Debt of the Issuer, provided that in the event there is no outstanding Senior Debt of the Issuer under any Facility, such payment shall be paid over and delivered to the CompanyIssuer, in each case for the benefit of the holders of Senior Debt of the Issuer, and to the extent of any such payment over the rights and remedies of the Trustee and the Holders of Securities and coupons, and the obligations of the Issuer and the Guarantor, if any, shall be reinstated in full force and effect as if such payment by the Issuer to the Trustee or such Holders had never been made. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.02 (without giving effect to the exclusion from the applicability of said Section contained in the first sentence of the last paragraph thereof) would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default by the Company in the payment of the principal of (or any premium premium, if any) or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then on and after the Rate Reset Date no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may Junior Subordinated Payment), by set-off or otherwise, shall be payable by reason of the payment of any other indebtedness of the Company being subordinated made or agreed to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securitiesany Securities by the Company or any Subsidiary; PROVIDED, provided, howeverHOWEVER, that (i) nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 13.02 or as otherwise specified as contemplated by Section 3.01 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultdefault and (ii) sums deposited in trust shall not 112 112 be paid to Senior Debt, but shall instead be paid to the Persons for whom such sums are held in trust. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payablecontinuing, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or, if applicable, the Parent Guarantor being subordinated to the payment of the SecuritiesSecurities or, if applicable, the Parent Guarantee) shall be made by the Company or, if applicable, the Parent Guarantor on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultwhich have been converted pursuant to Article Fifteen. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company or, if applicable, the Parent Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany or, if applicable, the Parent Guarantor. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1403 would be applicable.

No Payment When Senior Debt in Default. In If (a) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt of the Guarantor beyond any applicable grace period with respect to such Senior Debt, thereto (a "payment event of default") or in the event that any event of default (other than a payment event of default) with respect to any Senior Debt of the Guarantor shall have occurred and be continuing and shall have resulted in such Senior and Senior Subordinated Debt of the Guarantor becoming or being declared due and payable, or (b) in the event that any event of default (other than a payment event of default) with respect 112 to any Bank Debt of the Guarantor shall have occurred and be continuing permitting the holders of such Senior Bank Debt of the Guarantor (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior and Senior Subordinated Debt due and payable prior to of the date on which it would otherwise have become Guarantor due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment payment, direct or indirect (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Guarantor being subordinated to the payment of the Securities) Guarantees), shall be made by the Company Guarantor on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or redemption or other acquisition of SecuritiesSecurities or coupons appertaining thereto (x) in case of any payment or nonpayment event of default specified in (a), unless and until (A) such event of default shall have been cured or waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled or (B) the Senior Debt of the Guarantor in respect of which such declaration of acceleration has occurred is discharged, (y) in case of any nonpayment event of default specified in (b), from the earlier of the dates the Guarantor and the Trustee receive written notice of such event of default from an Agent Bank or representative of a holder of Bank Senior Debt of the Guarantor until the earlier of (A) 180 days after such date and (B) the date, if any, on which the Bank Senior Debt of the Guarantor to which such default relates are discharged or such default is waived by the holders of such Bank Senior Debt of the Guarantor or otherwise cured provided, however, that nothing in this Section 14.2 shall prevent the satisfaction if any notice of payment within such 360-day period is given by or on behalf of any sinking fund payment in accordance holders of Bank Senior Debt (other than the Bank Debt), only the representative with Article XII respect to the Bank Debt may give the other Payment Notice during such 360-day period. No event of default which had occurred and was continuing on the date of receipt by delivering the Company of a Payment Notice and crediting pursuant was known to Section 12.2 Securities any holder of specified Senior Debt or its representative with respect to which the first Payment Notice was given may be made the basis for the delivery of a second Payment Notice from such representative whether or not within any consecutive 360-day period, unless such event of default shall have been acquired (upon redemption cued or otherwise) prior to such default in payment or event waived for a period of defaultnot less than 90 consecutive days. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderSection, then and in such event such payment shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 15.11, shall be paid over and delivered forthwith to Guarantor, in each case for the benefit of the holders of Senior and Senior Subordinated Debt of the Guarantor, and to the Companyextent of any such payment over the rights and 113 remedies of the Trustee and the Holders of Securities and coupons, and the obligations of the Issuer and the Guarantor, shall be reinstated in full force and effect as if such payment by the Guarantor to the Trustee or such Holders had never been made. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.03 (without giving effect to the exclusion from the applicability of said Section contained in the first sentence of the last paragraph thereof) would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a "final judgment" means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided further, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made actually known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. 70 . The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) or from funds on deposit for the redemption of Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicable.set forth in

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtof the Company or the Guarantor, or in the event that any event of default with respect to any Senior Debt of the Company or the Guarantor shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company or the Guarantor, as the case may be, on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Debt Securities or the obligations of the Guarantor under the Guarantees or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or the Guarantor, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Debt Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Debt Securities of any series Debt Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company or the Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany or the Guarantor, as the case may be. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities, Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.2 1202 or as otherwise specified as contemplated by Section 301 for the Securities of any series of Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1202 would be applicable.

No Payment When Senior Debt in Default. In the --------------------------------------- event and during the continuation of any default by the Company in the payment of the principal of or any premium or interest interest, if any, on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or 102 annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment which may Junior Subordinated Payment), by set-off or otherwise, shall be payable by reason of the payment of any other indebtedness of the Company being subordinated made or agreed to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest (including any Additional Interest) on the Securities or on account of the any redemption, repayment, retirement, purchase or other acquisition of Securities, any Securities by the Company or any Subsidiary; provided, -------- however, that nothing in this Section 14.2 shall prevent the satisfaction of any ------- sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.01 for the Securities of any series by delivering and crediting pursuant to Section 12.2 13.02 or as otherwise specified as contemplated by Section 3.01 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.02 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to 56 exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Issuers being subordinated to the payment of the Securities) shall be made by the Company Issuers on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Issuers shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyIssuers. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Issuers shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Issuers or its property, is binding on the Issuers or their property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Issuers shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Issuers have waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Issuers.

No Payment When Senior Debt in Default. (a) In the -------------------------------------- event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period on, or other amounts owing with respect to such to, any Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) being able to declare such Senior Debt be declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then then, no payment (including any payment which may be payable by reason of the payment or distribution of any other indebtedness of the Company being subordinated to the payment of the Securities) kind or character, whether in cash, properties or Debentures shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1 or from funds on deposit for the redemption of Debentures for which notice of redemption has been given and the Redemption Date has passed. The Company shall give prompt written notice to the Trustee of any default of the type described in the preceding paragraph in respect of Senior Debt; provided that no failure to give such a notice shall have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultany effect whatsoever on the subordination provisions described herein. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 12.9, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided further, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in 78 70 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. In the event (a) Unless all principal of, and during the continuation of any default in the payment of the principal of or any premium or interest on any on, Senior Debt beyond any applicable grace period with respect to such Senior Debthas been paid in full, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in no payment or event of default, then no payment other distribution (including any payment which may be payable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the Securities) shall be made by the Company Issuer on account of the principal of or any premium Interest or interest other amounts due and payable on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing : (i) in this Section 14.2 shall prevent the satisfaction event of any sinking fund insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving the Issuer or the Issuer's assets; or (a) in the event and during the continuation of any default in the payment of principal of, premium and any interest and other amounts due and payable on any Senior Debt beyond any applicable grace period with respect thereto; or (b) in accordance the event that any event of default with Article XII by delivering respect to any Senior Debt has occurred and crediting pursuant is continuing beyond any applicable grace period, permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to Section 12.2 Securities which accelerate the maturity of that Senior Debt, whether or not maturity is in fact accelerated (unless, in the case of clause (a) or (b) of this clause (ii), if the payment default or event of default shall have been acquired (upon redemption cured or otherwise) prior waived or shall have ceased to exist and any related acceleration shall have been rescinded or annulled, then such default in payment or event of default. Subject , as the case may be, shall be deemed not to Section 14.5, have occurred for the purpose of this Section) or (c) in the event that any judicial proceeding is pending with respect to payment default or event of default described in (a) or (b) of this clause (ii). (b) In the event that, notwithstanding the foregoing, the Company Issuer shall make any payment to the Trustee or the Holder of any Security Securityholder prohibited by the foregoing provisions of this Section 14.211.3, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such HolderSecurityholder, then and in such event such payment shall be paid over repaid forthwith for the benefit of holders of the Senior Debt. (c) No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in subclause (ii)(a) or (ii)(b) of clause (a) of this Section, and delivered no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the Company. The provisions kind specified in subclause (ii)(c) of clause (a) of this Section 14.2 11.3, if (x) the Issuer shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For the purpose of this Section 11.3(c), a "final judgment" means a judgment that is issued by a court having jurisdiction over the Issuer or its property, is binding on the Issuer or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired); provided, that if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Issuer shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Issuer has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Issuer. (d) The holders of Senior Debt may obtain a court order requiring the Issuer and any holder of a Security to comply with the provisions of this Indenture.

No Payment When Senior Debt in Default. (1) In the event and during the continuation of any default in the payment of the principal of or any premium of, premium, if any, or interest on any Senior Debt of the Partnership or any Guarantor beyond any applicable grace period with respect to such Senior Debtthereto, or (2) in the event that any event the maturity of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of Partnership or any Guarantor has been accelerated and such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payableacceleration has not been rescinded, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in no payment or event of default, then no payment (including any payment which may be payable by reason of the payment distribution of any kind or character, whether in cash, securities or other indebtedness of the Company being subordinated to the payment of the Securities) property, shall be made by the Company Partnership or any Guarantor on account of the principal of or any premium of, premium, if any, or interest on the Securities or on account Notes unless and until all amounts then due and payable in respect of the purchase or other acquisition of Securitiessuch Senior Debt, providedincluding any interest accrued after such event occurs, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired paid in full. (upon redemption or otherwiseb) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company Partnership or any Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. holders of the applicable Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on such Senior Debt held or represented by each, to the extent necessary to make payment in full of all Senior Debt of the Partnership or such Guarantor remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (c) The provisions of this Section 14.2 shall not apply to any payment or distribution by the Partnership or any Guarantor with respect to which Section 14.1 1502 hereof would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Series A Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Series A Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Series A Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) of the Indenture or from funds on deposit for the redemption of Series A Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Series A Debenture prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 5.10, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 5.2 would be applicable.

No Payment When Senior Debt in Default. (a) (i) In the event -------------------------------------- of and during the continuation of any event of default in respect of the payment of the principal of (or premium, if any) or interest on, or any premium other amount due under or interest on in connection with, any Senior Debt of the Company or any Guarantor beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any other event of default with respect to any Senior Debt of the Company or any Guarantor shall have occurred and be continuing permitting and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, whether pursuant to the terms thereof, on acceleration or otherwise, or (b) in the event that any event of default (other than an event of default described in clause (a)) with respect to any Senior Debt of the Company or any Guarantor shall have occurred and be continuing which event of default permits the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to immediately declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no direct or indirect payment (other than any Junior Payment) shall be made by the Company or such Guarantor on account of the principal of (or premium, if any) or interest on, or any other amount due under or in connection with, the Obligations or on account of the purchase or redemption or other acquisition of Obligations (x) in case of any event of default described in subclause (i) of clause (a) or any event of default resulting in any acceleration described in subclause (ii) of clause (a), unless and until such event of default described in subclause (i) of clause (a) shall have been cured (with such cure accepted in writing by the Agent) or waived in writing or shall have ceased to exist and any such declaration and its consequences acceleration described in subclause (ii) of clause (a) shall have been rescinded in writing or, in either case, the holders of such Senior Debt of the Company, the Guarantors or annulledtheir agents (or a trustee on behalf of such holders) have waived the benefits of this Section 12.3 in writing, or (by) in the event case of any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault specified in clause (b), then no payment (including any payment which may be payable by reason from the date the Company or such Guarantor receives written notice of such event of default from the payment of Agent or any other indebtedness representative of a holder of Senior Debt and a notice from the Agent or any other representative of a holder of Senior Debt which states that it has elected to exercise its payment blockage right under this Section 12.3 until the earlier of (1) 180 days after such date, and (2) the date, if any, on which the Senior Debt of the Company being subordinated or such Guarantor to the payment which such event of the Securities) shall be made default relates is discharged or such event of default is waived in writing by the Company on account holders of such Senior Debt or otherwise cured (with such cure accepted in writing by the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of SecuritiesAgent) (in each case under clauses (a) and (b) above, a "Payment Blockage Period"); provided, however, that nothing (1) in this Section 14.2 no event -------- ------- shall prevent any such blockage of payment on the satisfaction Notes or Guarantees on account of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultdefault described in clause (b) continue for more than 180 days in the aggregate in any 360 day consecutive period and (2) further written notice relating to the same event of default specified in clause (b) above with respect to any Senior Debt shall not be effective for purposes of this clause (y) unless such event of default has been cured or waived for a period of not less than 60 consecutive days. Subject to Section 14.5In any event, notwithstanding the foregoing, there shall be a period of at least 180 days during each 360 day period when no Payment Blockage Period under clause (b) above is in effect. In the event that, notwithstanding the foregoing, the Company or the Guarantor, as the case may be, shall make any payment to the Trustee or the Holder holder of any Security Obligation or any such holder shall otherwise receive any payment or collection prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder12.3, then and in such event the holder of the Obligations who receives the payment or collection shall hold it in trust for the holders of the Senior Debt and such payment or collection shall be paid over and delivered forthwith to the CompanyAgent. The provisions of this Section 14.2 12.3 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared or otherwise shall become due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any payment by the Company on account of the principal of, premium, if any, or interest (including Liquidated Damages) on the Securities or on account of the purchase or other acquisition of the Securities. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium of, premium, if any, or interest (including Liquidated Damages) on the Securities Securities, or on account of the purchase purchase, redemption or other acquisition of the Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by shall have received any payment or distribution of assets of the foregoing provisions Company of this Section 14.2any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such paymentpayment or distribution, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over and or delivered forthwith to the Companytrustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Debt. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 14.2 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payablepayable (provided that, unless and until in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purpose of this Section) or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of this Section 14.2 shall not apply to any payment default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company, is binding on the Company, is in full force and effect and is not subject to judicial appeal or review (including because the time within which Section 14.1 would a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be applicabledeemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review.

No Payment When Senior Debt in Default. In the event that any Securities are declared due and payable before their Stated Maturity, then in such event the holders of the Senior Debt outstanding at the time of such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any Securities Payment. In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) Securities Payment shall be made by the Company on account of the principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, made; provided, however, that nothing in this Section 14.2 paragraph shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting crediting, pursuant to Section 12.2 1202, Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default). Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment Securities Payment with respect to which Section 14.1 1302 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided further, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered 79 72 to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect 76 to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or Debentures (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities, provided, however, that nothing in this Section 14.2 shall prevent Debentures by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting Subsidiary other than payments made from funds on deposit pursuant to Section 12.2 Securities 4.1(a)(ii)(B) or from funds on deposit for the redemption of Debentures for which have notice of redemption has been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultgiven and the Redemption Date has passed. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder Holders of any Security the Debentures prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in a writing delivered Section 12.10, to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 12.2 would be applicable.

No Payment When Senior Debt in Default. In the event that any Securities are declared or otherwise shall become due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash or other immediately available funds or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities are entitled to receive any payment by the Company on account of the principal of, premium, if any, or interest (including Liquidated Damages) on the Securities or on account of the purchase or other acquisition of the Securities. In the event and during the continuation of any default in the payment of the principal any amount owing in respect of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee or other representative on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium of, premium, if any, or interest (including Liquidated Damages) on the Securities Securities, or on account of the purchase purchase, redemption or other acquisition of the Securities, provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over and delivered forthwith to the Company. The provisions , in the case of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 would be applicablethe Trustee, or the Trustee, in the case of such Holder.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of and shall have resulted in such Senior Debt (becoming or the trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, Securities by the Company or any Subsidiary; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Fourteen by delivering and crediting pursuant to Section 12.2 1402 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultdefault or which have been converted pursuant to Article Twelve. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company. The provisions of this Section 14.2 shall not apply to any payment with respect to which Section 14.1 1502 would be applicable.

No Payment When Senior Debt in Default. In Subject to the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of defaultpayment. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2Section, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section 14.2 Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a "final judgment" means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which Section 14.1 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of the principal of (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debtthereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the a trustee on behalf of the holders of such Senior Debtthereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, ; provided, however, that nothing in this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.2 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment Payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.21504, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 1504 shall not apply to any payment with respect to which Section 14.1 1502 would be applicable.

No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default (beyond any applicable grace periods specified in the instrument evidencing such Senior Debt) in the payment of the principal of of, (or any premium premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect to such Senior Debt, or (b) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting that permits the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare cause such Senior Debt to be declared or become due and payable prior to the date on which it would otherwise have become due and payablepayable and the Trustee receives a notice of the default from a Representative or holder of Senior Debt or the Company, in the case of (a) and (b), unless and until such event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesJunior Subordinated Payment) shall be made by the Company on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 14.2 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. Subject to Section 14.5, in In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by a holder of Senior Debt or the Company or, as the case may be, such Holder13.4, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.2 13.4 shall not apply to any payment with respect to which Section 14.1 13.2 would be applicable.