Common use of Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default Clause in Contracts

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to any Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities Notes for cash or property or otherwise and until such Payment Default (and all other Payment Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Guarantor Senior Debt or ceases ceased to exist or such all Guarantor Senior Debt with respect to which any Payment Default has occurred and is continuing shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b10.2(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s behalf shall (xi) make any payment of any kind or character with respect to any Guarantee Obligations or (yii) acquire any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee Trustee, any Paying Agent or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.0212.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee and any Paying Agent shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee and any Paying Agent shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a “Payment Blockage Period Notice” pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) for a period (the “Guarantor Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If Unless Section 12.03 shall be applicable, if any default Payment Default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, to any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable, if any Non-payment Default occurs and is continuing with respect to any Designated Senior Debt under which a Guarantor is a primary obligor or which is guaranteed by a Guarantor (which obligation or guarantee constitutes Guarantor Senior Debt of such Guarantor) (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice to the Trustee, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Payment Blockage Period (as determined in accordance with Section 10.02(bdefined below), including during the limitations set forth therein180 days after the delivery of such Default Notice (the "Guarantor Payment Blockage -------------------------- Period"), neither any such Guarantor nor any other Person on any Guarantor’s its behalf shall (x) ------ make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or otherwisewas continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (x) make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including, without limitation, guarantees 2) receipt by a Responsible Officer of the foregoing items which constitute Trustee, the Company and such Guarantor Senior Debt)from a Representative of written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by a Responsible Officer of the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a “Payment Blockage Period Notice” pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) for a period (the “Guarantor Payment Blockage Period”) commencing on the date of receipt by a Responsible Officer of the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by a Responsible Officer of the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a "Payment Blockage Period Notice" pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) for a period (the "Guarantor Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date -152- of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If Unless Section 12.03 shall be applicable, if any default Payment Default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, to any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or -120- otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable, if any Non-payment Default occurs and is continuing with respect to any Designated Senior Debt under which a Guarantor is a primary obligor or which is guaranteed by a Guarantor (which obligation or guarantee constitutes Guarantor Senior Debt of such Guarantor) (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice to the Trustee, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Payment Blockage Period (as determined in accordance with Section 10.02(bdefined below), including during the limitations set forth therein180 days after the delivery of such Default Notice (the "Guarantor Payment Blockage -------------------------- Period"), neither any such Guarantor nor any other Person on any Guarantor’s its behalf shall (x) ------ make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or otherwisewas continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute a “Guarantor Senior DebtPayment Default”), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Guarantor Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof). (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Trustee shall promptly notify the holders of the Guarantor Senior Debt of such Guarantor or the Representative of such holders of the acceleration.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (includingof a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Subsidiary Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations in respect of on the Guarantee Notes or to acquire any of the Securities Notes for cash or property or otherwise otherwise. In addition, if any other event of default occurs and is continuing with respect to any Guarantor Senior Debt which is Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Guarantor Senior Debt, permitting the holders of such Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt gives a Default Notice, then, unless and until such Payment Default shall all events of default have been cured or waived or ceases have ceased to exist or such the Trustee receives notice from the Representative for the respective issue of Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment terminating the Blockage Period (as determined in accordance with Section 10.02(b)Period, including during the limitations set forth therein)Blockage Period, neither any Subsidiary Guarantor nor any other Person on any Guarantor’s its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating . Notwithstanding anything herein to the Securities contrary, in no event will a Blockage Period extend beyond 180 days from the trust established pursuant to Article Eight, so long as (i) date the conditions specified in Article Eight (without payment on the Notes was due and only one such Blockage Period may be commenced within any waiver 360 consecutive days. No event of default which existed or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied was continuing on the date of the commencement of any deposit Blockage Period with respect to the Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to said trust and (ii) such payments and distributions did not violate the any provisions under which an event of Article Ten default previously existed or was continuing shall constitute a new event of default for this Article Twelve or Article II of any German Guarantee when madepurpose). (db) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.0212.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If Unless Section 12.3 shall be applicable, if any payment default occurs and is continuing in the payment when due, on Obligations with respect to Guarantor Senior Debt (whether at maturity, upon any redemption, by declaration declaration, acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default payment default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which such Guarantor shall (subject to the other provisions of this Article Twelve) resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. (b) During Unless Section 12.3 shall be applicable, at any time while any Payment Blockage Period (as determined Notice is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.0212.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (x) make any payment of any kind or character with respect to any obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.0212.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a "Payment Blockage Period Notice" pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) for a period (the "Guarantor Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a1) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees or commissions with respect to, any Guarantor Senior Debt (includingof a Guarantor or guaranteed by a Guarantor, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its or their behalf with respect to any Obligations in respect of on the Guarantee Notes or to acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt of any Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives a Default Notice, then, unless and until such Payment Default shall all events of default have been cured or waived or ceases have ceased to exist or such the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment terminating the Blockage Period (as determined in accordance with Section 10.02(b)Period, including during the limitations set forth therein)Blockage Period, neither any said Guarantor nor any other Person on any Guarantor’s its behalf shall (xA) make any payment or distribution of any kind or character with respect to any Guarantee Obligations on the Notes or (yB) acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating . Notwithstanding anything herein to the Securities contrary, in no event will a Blockage Period extend beyond 180 days from the trust established pursuant to Article Eight, so long as (i) date the conditions specified in Article Eight (without payment on the Notes was due and only one such Blockage Period may be commenced within any waiver 360 consecutive days. No event of default which existed or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied was continuing on the date of the commencement of any deposit Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to said trust and (ii) such payments and distributions did not violate the any provisions under which an event of Article Ten default previously existed or was continuing shall constitute a new event of default for this Article Twelve or Article II of any German Guarantee when madepurpose). (d2) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder from such Guarantor when such payment is prohibited by the foregoing provisions of this Section 12.0212.02(1), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt with respect to such Guarantor (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of such Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from a Guarantor the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents (other than clause (7) in the definition of “Cash Equivalents” in Section 1.01) before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities Loans for cash or property or otherwise and until such Payment Default (and all other Payment Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Guarantor Senior Debt or ceases ceased to exist or such all Guarantor Senior Debt with respect to which any Payment Default has occurred and is continuing shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b8.2(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (xi) make any payment of any kind or character with respect to any Guarantee Obligations or (yii) acquire any of the Securities Loans for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee Agent or any Holder Lender when such payment is prohibited by the foregoing provisions of this Section 12.0211.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee Agent shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee Agent shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof). (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Trustee shall promptly notify the holders of the Guarantor Senior Debt of such Guarantor or the Representative of such holders of the acceleration.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Guarantees to Guarantor Senior Debt and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a “Payment Blockage Period Notice” pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Guarantees to Guarantor Senior Debt and (ii) payments made from the trusts described in Section 8.01) for a period (the “Guarantor Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If Unless Section 12.03 shall be applicable, if any payment default occurs and is continuing in the payment when due, on Obligations with respect to Guarantor Senior Debt (whether at maturity, upon any redemption, by declaration declaration, acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default payment default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which such Guarantor shall (subject to the other provisions of this Article Twelve) resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable, at any time while any Payment Blockage Period (as determined Notice is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If Unless Section 12.03 shall be applicable, if any payment default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, to any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default payment default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which such Guarantor shall (subject to the other provisions of this Article Twelve) resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (x) make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective --- ---- amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities Notes for cash or property or otherwise and until such Payment Default (and all other Payment Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Guarantor Senior Debt or ceases ceased to exist or such all Guarantor Senior Debt with respect to which any Payment Default has occurred and is continuing shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (xi) make any payment of any kind or character with respect to any Guarantee Obligations or (yii) acquire any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities Notes for cash or property or otherwise and until such Payment Default (and all other Payment Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Guarantor Senior Debt or ceases ceased to exist or such all Guarantor Senior Debt with respect to which any Payment Default has occurred and is continuing shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (xi) make any payment of any kind or character with respect to any Guarantee Obligations or (yii) acquire any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash EquivalentsEquivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof). (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Trustee shall promptly notify the holders of the Guarantor Senior Debt of such Guarantor or the Representative of such holders of the acceleration.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Guarantee Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until un- til such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During At any time while any Payment Blockage Period (as determined is in accordance with Section 10.02(b), including the limitations set forth therein)existence, neither any Guarantor nor any other Person on any Guarantor’s 's behalf shall (x) make any payment of any kind or character with respect to any Obligations on its Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees or commissions with respect to, any Guarantor Senior Debt (includingof a Guarantor or guaranteed by a Guarantor, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment or distribution of any kind or character shall be made by or on behalf of such Guarantor or any other Person 140 - 132 - on its or their behalf with respect to any Obligations in respect of on the Guarantee Notes or to acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt of any Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives a Default Notice, then, unless and until such Payment Default shall all events of default have been cured or waived or ceases have ceased to exist or such the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment terminating the Blockage Period (as determined in accordance with Section 10.02(b)Period, including during the limitations set forth therein)Blockage Period, neither any said Guarantor nor any other Person on any Guarantor’s its behalf shall (x) make any payment or distribution of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating . Notwithstanding anything herein to the Securities contrary, in no event will a Blockage Period extend beyond 180 days from the trust established pursuant to Article Eight, so long as (i) date the conditions specified in Article Eight (without payment on the Notes was due and only one such Blockage Period may be commenced within any waiver 360 consecutive days. No event of default which existed or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied was continuing on the date of the commencement of any deposit Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to said trust and (ii) such payments and distributions did not violate the any provisions under which an event of Article Ten default previously existed or was continuing shall constitute a new event of default for this Article Twelve or Article II of any German Guarantee when madepurpose). (db) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder from such Guarantor when such payment is prohibited by the foregoing provisions of this Section 12.0213.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt with respect to such Guarantor (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then 141 - 133 - due and owing on the Guarantor Senior Debt, if any, received from the holders of such Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from a Guarantor the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Guarantor Senior Debt. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents (other than clause (vii) in the definition of Cash Equivalents) before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect toto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, any as the case may be, constitutes Guarantor Senior Debt of such Guarantor) and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant -128- to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Obligations in respect under the Notes or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash cash, Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its obligations under this Guarantee, including any missed payments. (b) During Unless Section 12.03 shall be applicable upon (1) the occurrence of any event of default (other than a Payment Default) with respect to any Designated Senior Debt of a Guarantor (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a "Payment Blockage Period Notice" pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Securities, including the limitations set forth therein)date of the acceleration of the Securities, neither no payment (other than payments previously made pursuant to Article Eight hereof) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any Guarantee other Person on its or (y) acquire any their behalf on account of principal, premium, if any, or interest on the Notes or on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) Permitted Junior Securities and (ii) payments made from the trusts described in Section 8.01) for a period (the "Guarantor Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of such written notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt shall have been discharged or paid in full in cash, Cash -129- Equivalents or Foreign Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Trustee from the Representative initiating Guarantor Payment Blockage Period, or the holders of at least a majority in principal amount of such issue of Guarantor Senior Debt, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its obligations under its Guarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days from the date the payment on a Guarantee was due and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the agent or other representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturityUnless Section 12.03 shall be applicable, upon any redemption, by declaration or otherwise, (1) the occurrence and continuance of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees a Payment Default with respect to, to any Guarantor Senior Debt and (including2) receipt by the Trustee, without limitation, guarantees the Company and such Guarantor from a Representative of the foregoing items which constitute Guarantor Senior Debt)written notice of such occurrence, then no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to on account of any Guarantee Obligations in respect or on account of the Guarantee purchase, redemption or to acquire any other acquisition of the Securities Notes for cash or property or otherwise (except that Holders may receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Guarantees to Guarantor Senior Debt and any securities issued in exchange for Guarantor Senior Debt and (ii) payments made from the trusts described in Section 8.01) and until such Payment Default shall have been cured or waived or ceases shall have ceased to exist or such Guarantor Senior Debt as to which Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, after which such Guarantor shall resume making any and all required payments in respect of its Guarantee Obligations, including any missed payments. (b) During Unless Section 12.03 shall be applicable, upon (1) the occurrence and continuance of a Non-Payment Default with respect to any Designated Senior Debt of a Guarantor and (2) the earlier of (i) receipt by the Trustee, the Company and such Guarantor from a Representative of written notice of such occurrence stating that such notice is a "Guarantor Payment Blockage Period Notice" pursuant to this Section 12.02 or (as determined in accordance with Section 10.02(b)ii) if such Non-payment Default results from the acceleration of the Notes, including the limitations set forth therein)date of the acceleration of the Notes, neither no payment (other than payments previously made pursuant to Article Eight) or distribution of any assets of such Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to shall be made by on or behalf of such Guarantor or any other Person on its or their behalf on account of any Guarantee Obligations or (y) acquire any on account of the Securities purchase, redemption or other acquisition of Notes for cash or property or otherwiseotherwise (except that Holders may receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Guarantees to Guarantor Senior Debt and securities issued in exchange for Guarantor Senior Debt and (ii) payments made from the trusts described in Section 8.01) for a period (the "Guarantor Payment Blockage Period") commencing on the date of receipt by the Trustee of the Guarantor Payment Blockage Notice or the date of the acceleration referred to in clause (ii) above, as the case may be, unless and until the earlier to occur of the following events: (w) 180 days shall have elapsed since receipt of the Guarantor Payment Blockage Notice by the Trustee or the date of the acceleration of the Notes, as the case may be (provided no Designated Senior Debt of a Guarantor shall theretofore have been accelerated), (x) such Non-payment Default shall have been cured or waived or shall have ceased to exist, (y) such Designated Senior Debt of a Guarantor shall have been discharged or paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Designated Senior Debt of a Guarantor or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the Representative initiating such Guarantor Payment Blockage Period or the holders of at least a majority in principal amount of such issue of Designated Senior Debt of a Guarantor initiating such Guarantor Blockage Period, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its Guarantee Obligations, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage Periods with respect to the same payment on a Guarantee extend beyond 180 days after delivery of the Guarantor Payment Blockage Notice and (y) only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt of a Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the holders or by the Representative of such Designated Senior Debt of a Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any a Guarantor shall have made payment shall be received by to the Trustee or directly to the Holder of any Holder when such payment is Note prohibited by the foregoing provisions of this Section 12.02, then and in such event such payment shall be segregated from other funds and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, and shall immediately be paid over or delivered to, the holders of Guarantor Designated Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided or to the Trustee Representatives or as a court of competent jurisdiction shall be paid to the holders of Guarantor Senior Debtdirect.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If A Guarantor shall not make any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Obligations in respect of the Guarantee Notes (except from the trust created pursuant to Section 8.02) if (i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing, whether at maturity or on a date fixed for payment or prepayment or by declaration of acceleration or otherwise, or (ii) the Trustee has received a Payment Blockage Notice from the Representative of any holder(s) of Designated Senior Debt that a nonpayment default has occurred and is continuing with respect to acquire such Designated Senior Debt that permits any of such holder(s) to accelerate the Securities for cash maturity of such Designated Senior Debt. Payments on the Notes shall resume (and all past due amounts on the Notes, with interest thereon as specified in this Indenture, shall be paid) (i) in the case of a payment default in respect of any Designated Senior Debt, on the date on which such default is cured or property waived or otherwise ceases to exist; and until (ii) in th case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the Payment Blockage Notice with respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been accelerated and the Company or any Guarantor has defaulted with respect to the payment of such Designated Senior Debt, or (c) the date on which such Payment Default Blockage Period shall have been terminated by written notice to the Company, the Guarantor or the Trustee from the Representative of the holders of Designated Senior Debt initiating such Payment Blockage Period. During any consecutive 365-day period, the Payment Blockage Period shall not exceed 179 days, and there shall be a period of at least 186 consecutive days in each consecutive 365-day period during which no Payment Blockage Period is in effect. No event or circumstance that creates a nonpayment default under any Designated Senior Debt that (i) gives rise to the commencement of a Payment Blockage Period or (ii) exists at the commencement of or during any Payment Blockage Period shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such default has been cured or waived or ceases to exist or for a period of not less than 90 consecutive days. In no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt of the Payment Blockage Notice. Any number of notices of a nonpayment default may be given during a Payment Blockage Period; provided, however, that no such Guarantor Senior Debt notice shall have been discharged or paid in full in cash or Cash Equivalentsextend such Payment Blockage Period beyond the 179-day limit. (b) During any Payment Blockage Period (as determined in accordance with Section 10.02(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to any Guarantee or (y) acquire any of the Securities for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder from such Guarantor when such payment is prohibited by the foregoing provisions of this Section 12.0213.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt incurred by such Guarantor with respect to such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor such Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor such Senior Debt, if any, received from the holders of Guarantor such Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from a Guarantor the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor such Senior Debt. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt incurred by a Guarantor thereafter due or declared to be due shall first be paid in full, in cash in the case of the Credit Facility, or in cash or Cash Equivalents (other than clause (vi) in the definition of Cash Equivalents or investments in money market funds thereto) in the case of any other Senior Debt, before the Holders are entitled to receive any payment of any kind or character with respect to obligations on the Notes or any of the Guarantees.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt of a Guarantor or guaranteed by a Guarantor (which Senior Debt or guarantee, as the case may be, constitutes Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debtsuch Guarantor), then no payment of any kind or character shall be made by by, or on behalf of such Guarantor of, the Company or any other Person on its or their behalf with respect to any Obligations in respect of on the Guarantee Notes, or to acquire any of the Securities Notes for cash or property or otherwise otherwise. In addition, if any other event of default occurs and is continuing with respect to any Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Guarantor Senior Debt, permitting the holders of such Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt gives a Default Notice of the event of default to the Trustee, then, unless and until such Payment Default shall all events of default have been cured or waived or ceases have ceased to exist or such the Trustee receives notice thereof from the Representative for the respective issue of Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) During any Payment terminating the Blockage Period (as determined in accordance with Section 10.02(b)Period, including during 110 -103- the limitations set forth therein)180 days after the delivery of such Default Notice, neither any Guarantor the Company nor any other Person on any Guarantor’s its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. (c) The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating . Notwithstanding anything therein to the Securities contrary, in no event will a Blockage Period extend beyond 180 days from the trust established pursuant to Article Eight, so long as (i) date the conditions specified in Article Eight (without payment on the Notes was due and only one such Blockage Period may be commenced within any waiver 360 consecutive days. No event of default which existed or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied was continuing on the date of the commencement of any deposit Blockage Period with respect to the Guarantor Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case would give rise to an event of default pursuant to said trust and (ii) such payments and distributions did not violate the any provisions under which an event of Article Ten default previously existed or was continuing shall constitute a new event of default for this Article Twelve or Article II of any German Guarantee when madepurpose). (db) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.0213.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.