Common use of Suspension of Payment When Senior Debt in Default Clause in Contracts

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character by or on behalf of the Company of Obligations on the Securities or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment or distribution, there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Designated Senior Debt and such default shall not have been cured or waived by or on behalf of the holders of such Designated Senior Debt or shall have ceased to exist, until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. (b) Unless Section 4.3 shall be applicable, during the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall be made by the Company upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter (provided such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any payment prohibited by the foregoing provisions of this Section 4.2, then and in such event such payment shall be paid over and delivered forthwith to the Representative or as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 10.02 hereof shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company or any Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by or on behalf reason of the payment of any other Indebtedness of the Company being subordinated to the payment of Obligations on the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt at least to the same extent as the Securities, with terms no less favorable to the Company and the holders of the Designated Senior Debt than the terms of the Securities and this Indenture) may be made by the Company or any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities or any Obligations under the Securities, the Registration Rights Agreement or this Indenture, or for or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration any other Obligations under the Securities, the Registration Rights Agreement or otherwise this Indenture, and neither the Trustee nor any holder or owner of any Securities shall be made iftake or receive from the Company or any Subsidiary, at the time of such directly or indirectly in any manner, any payment or distribution, there exists a default distribution in the payment respect of all or any portion of principal ofSecurities or for or on account of the purchase, premiumredemption or other acquisition of the Securities or in respect of any other Obligations under the Securities, if anythe Registration Rights Agreement or this Indenture, or interest on any Designated Senior Debt which prohibition shall be applicable upon the occurrence and during the continuation of a Payment Default and such default prohibition shall not have been cured continue until such Payment Default is cured, waived in writing or waived by or on behalf ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the holders of such Designated Senior Debt or shall have ceased to existfollowing paragraph (b), until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments, or any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture. (b) Unless Section 4.3 10.02 hereof shall be applicable, upon the occurrence and during the continuance of a Non-Payment Event of Default, no payment or distribution of any assets or securities of the Company or any Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other event Indebtedness of default with respect the Company being subordinated to any Designated the payment of the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt pursuant at least to which the maturity thereof may be acceleratedsame extent as the Securities, upon with terms no less favorable to the earlier to occur of (a) receipt by the Trustee of written notice from Company and the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 than the terms of the Securities and this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall may be made by the Company upon or in respect any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities (including without limitation on account of or any principal ofObligations under the Securities, premium, if anythe Registration Rights Agreement or this Indenture, or interest on the Securities) for or on account of the purchase or redemption or other acquisition of Securities or any other Obligations under the Securities, the Registration Rights Agreement or this Indenture, and neither the Trustee nor any holder or owner of any Securities shall take or receive from the Company or any Subsidiary, directly or indirectly in any manner, any payment or distribution in respect of all or any portion of Securities, or for or on account of the purchase, redemption, or other acquisition of the Securities, or in respect of any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture for a period (a "Payment Blockage Period") commencing on the earlier date of receipt by the Trustee of written notice from the Representative of such Non- Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a) of this Section 10.03) the earliest of (w) more than 179 days shall have elapsed since the date of receipt of such written notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or the date of such acceleration and ending 180 days thereafter waived in writing or shall have ceased to exist, (provided y) such Designated Senior Debt shall theretofore not have been accelerated) paid in full in cash or (unless (xz) such Payment Blockage Period shall be have been terminated by written notice to the Company or the Trustee from such Representative, after which, in the holders case of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or clause (w), (x), (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents(z), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contraryany other provision of this Indenture, in no event will a shall any particular Payment Blockage Period commenced in accordance with the provisions of this Section 10.03(b) extend beyond 180 days from the date on which 179 days after the date of the receipt by the Trustee of the applicable written notice referred to above given by the Representative to commence such Payment Blockage Period was commenced(each such period commencing on such date of receipt and ending after such 179 days after such date of receipt, being referred to as an "Initial Blockage Period"). Not more than one Any number of additional Payment Blockage Periods may be commenced during any Initial Blockage Period or any other Payment Blockage Period; provided, however, that no -------- ------- such additional Payment Blockage Period commenced during an existing Payment Blockage Period shall extend beyond 179 days after the date of receipt by the Trustee of the applicable written notice from the Representative which commences such Initial Blockage Period. After the expiration of any Payment Blockage Period, no Payment Blockage Period may be commenced until at least 180 consecutive days have elapsed from the last day of such Payment Blockage Period. Notwithstanding any other provision of this Indenture, no Non-Payment Event of Default with respect to the Securities during any period of 360 consecutive days. No event of default Designated Senior Debt which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to initiated by the Designated Senior Debt initiating such Payment Blockage Period Representative shall be, or be made, the basis for the commencement of a second Payment Blockage Period initiated by the holders of such Designated Senior Debt or their Representative Representative, whether or not within a period of 360 consecutive days the Initial Blockage Period, unless such event Non-Payment Event of default Default shall have been waived or 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any holder of Securities receives any payment or distribution of assets or securities of the Company or any Subsidiary of any kind or character or any other payment or distribution on account of the Securities, or for or on account of the purchase or redemption or other acquisition of Securities, or on account of any Obligations under the Securities, the Registration Rights Agreement or this Indenture, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the Securities, or in respect of the purchase or redemption or other acquisition of Securities, or in respect of any Obligations under the Securities, the Registration Rights Agreement or this Indenture at a time when such payment or distribution was prohibited by the foregoing provisions of this Section 4.210.03, before all Senior Debt is indefeasibly paid and satisfied in full in cash, then and in such event such payment shall or distribution will be held by the recipient in trust for the benefit of holders of Senior Debt and will be immediately paid over and or delivered forthwith by the Trustee or such holders of Securities to the Representative to the extent necessary to make payment in full in cash of all Designated Senior Debt remaining unpaid, after giving effect to any concurrent payment or as a court distribution, or provision therefor, to or for the holders of competent jurisdiction shall directDesignated Senior Debt.

Suspension of Payment When Senior Debt in Default. (a1) Unless Section 4.3 11.02 hereof shall be applicable, after the occurrence of a Payment Default or Non-Payment Event of Default, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company Obligor of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Obligor being subordinated to the payment of the Notes by the Obligor) may be made by or on behalf of the Company Obligor, including, without limitation, by way of Obligations on the Securities set-off or otherwise, for or on account of the purchase Notes (including, without limitation, principal or redemption interest thereon), or for or on account of the purchase, redemption, defeasance or other acquisition of the Securities whether pursuant to Notes, and neither the terms Trustee nor any holder or owner of any Notes shall take or receive from the Obligor or any Subsidiary of the Securities Obligor, directly or upon acceleration or otherwise shall be made ifindirectly in any manner, at the time of such payment or distribution, there exists a default in the payment respect of all or any portion of Notes (including, without limitation, principal of, premium, if any, or interest thereon) following the occurrence of a Payment Default on any Designated Senior Debt or the occurrence of a Non-Payment Event of Default on Senior Debt and in any such default event, such prohibition shall not have continue until such Payment Default or Non-Payment Event of Default is cured, waived in writing or ceases to exist and any related acceleration has been cured rescinded or waived by or on behalf otherwise cured; provided that nothing in this sentence shall be deemed to affect the right of the holders of Holders to receive payments that are made from funds on deposit pursuant to Article III hereof. At such Designated Senior Debt or time as the prohibition set forth in the preceding sentence shall have ceased to existno longer be in effect, until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company Obligor shall resume making any and all required payments in respect of the SecuritiesNotes, including any missed payments. (b) Unless Section 4.3 shall be applicable, during the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall be made by the Company upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter (provided such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c2) In the event that, notwithstanding the foregoing, the Trustee or a the Holder of any Note shall have received any payment prohibited by the foregoing provisions of this Section 4.211.03, then and in such event such payment shall be paid over and delivered forthwith to the Representative Representative, in trust for distribution to the holders of Senior Debt or, if no amounts are then due in respect of Senior Debt, promptly returned to the Obligor, or otherwise as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 12.02 hereof shall be applicable, upon the occurrence of a Payment Default on Designated Senior Debt of the Company, no direct payment or indirect payment distribution (other than payments by a trust previously established pursuant to Article Nine) payment or distribution from the trust described in Section 9.01 or Section 9.04) of any asset assets or securities of the Company of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary of the Company, including, without limitation, by way of set-off or otherwise, for or on account of any Obligations on under the Securities Notes or this Indenture, or for or on account of the purchase or purchase, redemption or other acquisition of the Securities whether pursuant to Notes, and neither the terms Trustee nor any Holder shall take or receive from the Company or any Restricted Subsidiary of the Securities Company, directly or upon acceleration or otherwise shall be made ifindirectly in any manner, at the time of such payment or distribution, there exists a default in the payment respect of all or any portion of principal of, premium, if any, or interest Notes commencing on any Designated Senior Debt and such default shall not have been cured or waived the date of receipt by or on behalf the Trustee of written notice from the representative of the holders of such Designated Senior Debt (the "Representative") to the Trustee of written notice of the occurrence of a Payment Default, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or shall have ceased otherwise ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, until such default shall have been cured or waived or shall have ceased subject to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsthe provisions of the following paragraph (b), after which the Company shall resume making any and all required payments in respect of the SecuritiesNotes, including any missed payments. (b) Unless Section 4.3 12.02 hereof shall be applicable, during upon the continuance occurrence of a Non-Payment Event of Default on Designated Senior Debt of the Company, no payment or distribution (other than a payment or distribution from the trust described in Section 9.01 or Section 9.04) of any assets of the Company of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other event Indebtedness of default with the Company being subordinated to the payment of the Notes by the Company) shall be made by the Company or any Restricted Subsidiary of the Company, including, without limitation, by way of set-off or otherwise, on account of any Obligations under the Notes or this Indenture or on account of the purchase, redemption, defeasance or other acquisition of Notes and neither the Trustee nor any Holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary of the Company, directly or indirectly in any manner, payment in respect to of all or any Designated Senior Debt pursuant to which portion of the maturity thereof may be accelerated, upon Notes for a period (the earlier to occur "Payment Blockage Period") commencing on the date of (a) receipt by the Trustee of written notice from the holders Representative of a majority such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a)) the earliest to occur of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or following events: (bw) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other more than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character 179 days shall be made by the Company upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of have elapsed since the date of receipt of such written notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or the date of such acceleration and ending 180 days thereafter waived in writing or shall have ceased to exist, (provided y) such Designated Senior Debt shall theretofore not have been accelerated) discharged or indefeasibly paid in full in cash or (unless (xz) such Payment Blockage Period shall be have been terminated by written notice to the Company or the Trustee from the holders Representative initiating such Payment Blockage Period, after which, in the case of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or clause (w), (x), (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents(z), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the SecuritiesNotes, including any missed payments. Notwithstanding anything herein to the contraryany other provisions of this Indenture, in no event will a Non-Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced Event of Default with respect to the Securities during any period of 360 consecutive days. No event of default Designated Senior Debt which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to initiated by the Designated Senior Debt initiating such Payment Blockage Period Representative shall be, or be made, the basis for the commencement of a second Payment Blockage Period initiated by the holders of such Designated Senior Debt or their Representative 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. In no event shall a Payment Blockage Period extend beyond 179 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after from the date of commencement the receipt by the Trustee of such the notice referred to in this Section 12.03(b) or in the event of a Non-Payment Event of Default which formed the basis of a Guarantee Payment Blockage Period under Section 11.03(b) hereof, 179 days from the default the receipt by the Trustee of the notice referred to in Section 11.03(b) (the "Initial Blockage Period"). Any number of additional Payment Blockage Periods may be commenced during the Initial Blockage Period; provided, however, that no such additional Payment Blockage Period shall extend beyond the Initial Blockage Period. After the expiration of the Initial Blockage Period, no Payment Blockage Period may be commenced under this clause (b) and no Guarantee Payment Blockage Period may be commenced under Section 11.03(b) hereof until at least 180 consecutive days have elapsed from the last day of the Initial Blockage Period. In the event that, notwithstanding the foregoing, the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind, whether in either casecash, would give rise property, or securities, including, without limitation, by way of set-off or otherwise, in respect of the Notes before all Senior Debt of the Company is paid and satisfied in full in cash, then such payment or distribution will be held by the recipient in trust for the benefit of holders of Senior Debt and will be immediately paid over or delivered to an event the holders of default pursuant Senior Debt or their representative or representatives to the extent necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any provisions under which an event concurrent payment or distribution, or provision therefor, to or for the holders of default previously existed or was continuing shall constitute a new event of default for this purpose)Senior Debt. (c) In the event that, notwithstanding the foregoing, the Trustee or a any Holder shall have received any payment prohibited by the foregoing provisions of this Section 4.212.03, then and in such event such payment shall be paid over and delivered forthwith to the Representative initiating the Payment Blockage Period, in trust for distribution to the holders of Senior Debt or, if no amounts are then due in respect of Senior Debt, promptly returned to the Company, or otherwise as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character by or on behalf of the Company of Obligations on the Securities or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment or distribution, there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Designated Senior Debt and such default shall not have been cured or waived by or on behalf of the holders of such Designated Senior Debt or shall have ceased to exist, until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. (b) Unless Section 4.3 shall be applicable, during the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall be made by the Company upon or in respect of the Securities (including including, without limitation limitation, on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter (provided PROVIDED, that such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any payment prohibited by the foregoing provisions of this Section 4.2, then and in such event such payment shall be paid over and delivered forthwith to the Representative or as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 14.02 shall be applicable, upon the occurrence of a Payment Default, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets of the Company of any kind or character shall be made by or on behalf of the Company on account of the Senior Subordinated Note Obligations on the Securities or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment or distribution, there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Designated Senior Debt Subordinated Note Obligations unless and such default shall not have been cured or waived by or on behalf of the holders of such Designated Senior Debt or shall have ceased to exist, until such default Payment Default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in 177 cash or Cash Equivalentsin cash equivalents, after which which, subject to Section 14.02 (if applicable), the Company shall resume making any and all required payments in respect of the SecuritiesNotes and the other Senior Subordinated Note Obligations, including any missed payments. (b) Unless Section 4.3 14.02 shall be applicable, during upon (1) the continuance occurrence of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of a Non-payment Default and (a2) receipt by the Trustee and the Company from a Senior Representative of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative such occurrence stating that such notice is a notice Payment Blockage Notice pursuant to Section 4.2 14.03(b) of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets of the Company of any kind or character shall be made by or on behalf of the Company upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) Senior Subordinated Note Obligations or on account of the purchase or redemption or other acquisition of Securities Senior Subordinated Note Obligations for a period ("Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing on the earlier of the date of receipt by the Trustee of such notice unless and until the earlier to occur of the following events (subject to any blockage of payments that may then be in effect under Section 14.02 or the date subsection (a) of this Section 14.03): (i)179 days shall have elapsed since receipt of such acceleration and ending 180 days thereafter notice, (provided ii)the date on which such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default Non-payment Default is cured or waived, waived or ceases to exist (provided that no other Payment Default or Non-payment Default has occurred or is then continuing after giving effect to such cure or waiver), (iii) the date on which such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents)cash equivalents or (iv) the date on which such Payment Blockage Period shall have been terminated by express written notice to the Company or the Trustee from the Senior Representative initiating such Payment Blockage Period, after which which, subject to Section 14.02 (if applicable) and subject to the existence of any Payment Default, the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the SecuritiesSenior Subordinated Note Obligations, including any missed payments. Notwithstanding anything herein to the contraryany other provision of this Indenture, in no event will a Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than only one Payment Blockage Period may be commenced Period, whether with respect to the Securities during Notes, any period of Subsidiary Guarantee or the 178 Notes and the Subsidiary Guarantees collectively, may be commenced within any 360 consecutive daysday period. No event of default which Non-payment Default with respect to Designated Senior Debt that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall (other than any such Non-payment Default which was not and could not reasonably be expected to have been known by the holders or the Senior Representative) will be, or be madecan be, made the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative Period, whether or not within a period of 360 consecutive days days, unless such event of default shall have has 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 covenant for a period commencing after the date of commencement of such Payment Blockage Period Period, that, in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions provision under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose; PROVIDED that, in the case of a breach of a particular financial covenant, the Company shall have been in compliance for at least one full period commencing after the date of commencement of such Payment Blockage Period). In no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (2) hereof and there must be a 181 consecutive day period in any 360 day period during which no Payment Blockage Period is in effect pursuant to this Section 14.03(b). (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any payment prohibited by the foregoing provisions of this Section 4.2, then and in such event such payment shall be paid over and delivered forthwith to the Representative or as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 10.02 hereof shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company or any Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by or on behalf reason of the payment of any other Indebtedness of the Company being subordinated to the payment of Obligations on the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt at least to the same extent as the Securities, with terms no less favorable to the Company and the holders of the Designated Senior Debt than the terms of the Securities and this Indenture) may be made by the Company or any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities or any Obligations under the Securities, the Registration Rights Agreement or this Indenture, or for or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration any other Obligations under the Securities, the Registration Rights Agreement or otherwise this Indenture, and neither the Trustee nor any holder or owner of any Securities shall be made iftake or receive from the Company or any Subsidiary, at the time of such directly or indirectly in any manner, any payment or distribution, there exists a default distribution in the payment respect of all or any portion of principal ofSecurities or for or on account of the purchase, premiumredemption or other acquisition of the Securities or in respect of any other Obligations under the Securities, if anythe Registration Rights Agreement or this Indenture, or interest on any Designated Senior Debt which prohibition shall be applicable upon the occurrence and during the continuation of a Payment Default and such default prohibition shall not have been cured continue until such Payment Default is cured, waived in writing or waived by or on behalf ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the holders of such Designated Senior Debt or shall have ceased to existfollowing paragraph (b), until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments, or any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture. (b) Unless Section 4.3 10.02 hereof shall be applicable, upon the occurrence and during the continuance of any other event a Non-Payment Event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such accelerationDefault, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company of any kind or character shall (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt at least to the same extent as the Securities, with terms no less favorable to the Company and the holders of the Designated Senior Debt than the terms of the Securities and this Indenture) may be made by the Company upon or in respect any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities (including without limitation on account of or any principal ofObligations under the Securities, premium, if anythe Registration Rights Agreement or this Indenture, or interest on the Securities) for or on account of the purchase or redemption or other acquisition of Securities or any other Obligations under the Securities, the Registration Rights Agreement or this Indenture, and neither the Trustee nor any holder or owner of any Securities shall take or receive from the Company or any Subsidiary, directly or indirectly in any manner, any payment or distribution in respect of all or any portion of Securities, or for or on account of the purchase, redemption, or other acquisition of the Securities, or in respect of any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture for a period ("a “Payment Blockage Period"”) commencing on the earlier date of receipt by the Trustee of written notice from the Representative of such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a) of this Section 10.03) the earliest of (w) more than 179 days shall have elapsed since the date of receipt of such written notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or the date of such acceleration and ending 180 days thereafter waived in writing or shall have ceased to exist, (provided y) such Designated Senior Debt shall theretofore not have been accelerated) paid in full in cash or (unless (xz) such Payment Blockage Period shall be have been terminated by written notice to the Company or the Trustee from such Representative, after which, in the holders case of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or clause (w), (x), (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents(z), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contraryany other provision of this Indenture, in no event will a shall any particular Payment Blockage Period commenced in accordance with the provisions of this Section 10.03(b) extend beyond 180 days from the date on which 179 days after the date of the receipt by the Trustee of the applicable written notice referred to above given by the Representative to commence such Payment Blockage Period was commenced(each such period commencing on such date of receipt and ending after such 179 days after such date of receipt, being referred to as an “Initial Blockage Period”). Not more than one Any number of additional Payment Blockage Periods may be commenced during any Initial Blockage Period or any other Payment Blockage Period; provided, however, that no such additional Payment Blockage Period commenced during an existing Payment Blockage Period shall extend beyond 179 days after the date of receipt by the Trustee of the applicable written notice from the Representative which commences such Initial Blockage Period. After the expiration of any Payment Blockage Period, no Payment Blockage Period may be commenced until at least 180 consecutive days have elapsed from the last day of such Payment Blockage Period. Notwithstanding any other provision of this Indenture, no Non-Payment Event of Default with respect to the Securities during any period of 360 consecutive days. No event of default Designated Senior Debt which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to initiated by the Designated Senior Debt initiating such Payment Blockage Period Representative shall be, or be made, the basis for the commencement of a second Payment Blockage Period initiated by the holders of such Designated Senior Debt or their Representative Representative, whether or not within a period of 360 consecutive days the Initial Blockage Period, unless such event Non-Payment Event of default Default shall have been waived or 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any holder of Securities receives any payment or distribution of assets or securities of the Company of any kind or character or any other payment or distribution on account of the Securities, or for or on account of the purchase or redemption or other acquisition of Securities, or on account of any Obligations under the Securities, the Registration Rights Agreement or this Indenture, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the Securities, or in respect of the purchase or redemption or other acquisition of Securities, or in respect of any Obligations under the Securities, the Registration Rights Agreement or this Indenture at a time when such payment or distribution was prohibited by the foregoing provisions of this Section 4.210.03, before all Senior Debt is indefeasibly paid and satisfied in full in cash, then and in such event such payment shall or distribution will be held by the recipient in trust for the benefit of holders of Senior Debt and will be immediately paid over and or delivered forthwith by the Trustee or such holders of Securities to the Representative to the extent necessary to make payment in full in cash of all Designated Senior Debt remaining unpaid, after giving effect to any concurrent payment or as a court distribution, or provision therefor, to or for the holders of competent jurisdiction shall directDesignated Senior Debt.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 10.02 hereof shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company or any Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by or on behalf reason of the payment of any other Indebtedness of the Company being subordinated to the payment of Obligations on the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt at least to the same extent as the Securities, with terms no less favorable to the Company and the holders of the Designated Senior Debt than the terms of the Securities and this Indenture) may be made by the Company or any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities or any Obligations under the Securities, the Registration Rights Agreement or this Indenture, or for or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration any other Obligations under the Securities, the Registration Rights Agreement or otherwise this Indenture, and neither the Trustee nor any holder or owner of any Securities shall be made iftake or receive from the Company or any Subsidiary, at the time of such directly or indirectly in any manner, any payment or distribution, there exists a default distribution in the payment respect of all or any portion of principal ofSecurities or for or on account of the purchase, premiumredemption or other acquisition of the Securities or in respect of any other Obligations under the Securities, if anythe Registration Rights Agreement or this Indenture, or interest on any Designated Senior Debt which prohibition shall be applicable upon the occurrence and during the continuation of a Payment Default and such default prohibition shall not have been cured continue until such Payment Default is cured, waived in writing or waived by or on behalf ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the holders of such Designated Senior Debt or shall have ceased to existfollowing paragraph (b), until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments, or any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture. (b) Unless Section 4.3 10.02 hereof shall be applicable, upon the occurrence and during the continuance of a Non-Payment Event of Default, no payment or distribution of any assets or securities of the Company or any Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other event Indebtedness of default with respect the Company being subordinated to any Designated the payment of the Securities by the Company, other than Qualified Capital Stock of the Company or subordinated debt securities of the Company that require no payment of principal prior to the stated maturity of the Securities and that are subordinated and junior in right of payment to Senior Debt pursuant at least to which the maturity thereof may be acceleratedsame extent as the Securities, upon with terms no less favorable to the earlier to occur of (a) receipt by the Trustee of written notice from Company and the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 than the terms of the Securities and this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall may be made by the Company upon or in respect any Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of the Securities (including without limitation on account of or any principal ofObligations under the Securities, premium, if anythe Registration Rights Agreement or this Indenture, or interest on the Securities) for or on account of the purchase or redemption or other acquisition of Securities or any other Obligations under the Securities, the Registration Rights Agreement or this Indenture, and neither the Trustee nor any holder or owner of any Securities shall take or receive from the Company or any Subsidiary, directly or indirectly in any manner, any payment or distribution in respect of all or any portion of Securities, or for or on account of the purchase, redemption, or other acquisition of the Securities, or in respect of any such other Obligations under the Securities, the Registration Rights Agreement or this Indenture for a period (a "Payment Blockage Period") commencing on the earlier date of receipt by the Trustee of written notice from the Representative of such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a) of this Section 10.03) the earliest of (w) more than 179 days shall have elapsed since the date of receipt of such written notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or the date of such acceleration and ending 180 days thereafter waived in writing or shall have ceased to exist, (provided y) such Designated Senior Debt shall theretofore not have been accelerated) paid in full in cash or (unless (xz) such Payment Blockage Period shall be have been terminated by written notice to the Company or the Trustee from such Representative, after which, in the holders case of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or clause (w), (x), (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents(z), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contraryany other provision of this Indenture, in no event will a shall any particular Payment Blockage Period commenced in accordance with the provisions of this Section 10.03(b) extend beyond 180 days from the date on which 179 days after the date of the receipt by the Trustee of the applicable written notice referred to above given by the Representative to commence such Payment Blockage Period was commenced(each such period commencing on such -84- date of receipt and ending after such 179 days after such date of receipt, being referred to as an "Initial Blockage Period"). Not more than one Any number of additional Payment Blockage Periods may be commenced during any Initial Blockage Period or any other Payment Blockage Period; provided, however, that no such additional -------- ------- Payment Blockage Period commenced during an existing Payment Blockage Period shall extend beyond 179 days after the date of receipt by the Trustee of the applicable written notice from the Representative which commences such Initial Blockage Period. After the expiration of any Payment Blockage Period, no Payment Blockage Period may be commenced until at least 180 consecutive days have elapsed from the last day of such Payment Blockage Period. Notwithstanding any other provision of this Indenture, no Non-Payment Event of Default with respect to the Securities during any period of 360 consecutive days. No event of default Designated Senior Debt which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to initiated by the Designated Senior Debt initiating such Payment Blockage Period Representative shall be, or be made, the basis for the commencement of a second Payment Blockage Period initiated by the holders of such Designated Senior Debt or their Representative Representative, whether or not within a period of 360 consecutive days the Initial Blockage Period, unless such event Non-Payment Event of default Default shall have been waived or 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any holder of Securities receives any payment or distribution of assets or securities of the Company or any Subsidiary of any kind or character or any other payment or distribution on account of the Securities, or for or on account of the purchase or redemption or other acquisition of Securities, or on account of any Obligations under the Securities, the Registration Rights Agreement or this Indenture, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the Securities, or in respect of the purchase or redemption or other acquisition of Securities, or in respect of any Obligations under the Securities, the Registration Rights Agreement or this Indenture at a time when such payment or distribution was prohibited by the foregoing provisions of this Section 4.210.03, before all Senior Debt is indefeasibly paid and satisfied in full in cash, then and in such event such payment shall or distribution will be held by the recipient in trust for the benefit of holders of Senior Debt and will be immediately paid over and or delivered forthwith by the Trustee or such holders of Securities to the Representative to the extent necessary to make payment in full in cash of all Designated Senior Debt remaining unpaid, after giving effect to any concurrent payment or as a court distribution, or provision therefor, to or for the holders of competent jurisdiction shall directDesignated Senior Debt.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 11.02 hereof shall be applicable, after the occurrence of a Payment Default or Non-Payment Event of Default, no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets or securities of the Company Obligor of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Obligor being subordinated to the payment of the Notes by the Obligor) may be made by or on behalf of the Company Obligor, including, without limitation, by way of Obligations on the Securities set-off or otherwise, for or on account of the purchase Notes (including, without limitation, principal, premium or redemption interest thereon), or for or on account of the purchase, redemption, defeasance or other acquisition of the Securities whether pursuant to Notes, and neither the terms Trustee nor any holder or owner of any Notes shall take or receive from the Obligor or any Subsidiary of the Securities Obligor, directly or upon acceleration or otherwise shall be made ifindirectly in any manner, at the time of such payment or distribution, there exists a default in the payment respect of all or any portion of principal ofNotes (including, premiumwithout limitation, if anyprincipal, premium or interest thereon) following the occurrence of a Payment Default on any Designated Senior Debt or the occurrence of a Non-Payment Event of Default on Senior Debt and in any such default event, such prohibition shall not have continue until such Payment Default or Non-Payment Event of Default is cured, waived in writing or ceases to exist and any related acceleration has been cured rescinded or waived by or on behalf otherwise cured; provided that nothing in this sentence shall be deemed to affect the right of the holders of Holders to receive payments that are made from funds on deposit pursuant to Article III hereof. At such Designated Senior Debt or time as the prohibition set forth in the preceding sentence shall have ceased to existno longer be in effect, until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company Obligor shall resume making any and all required payments in respect of the SecuritiesNotes, including any missed payments. (b) Unless Section 4.3 shall be applicable, during the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset of the Company of any kind or character shall be made by the Company upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter (provided such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days from the date on which such Payment Blockage Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative 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 any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) In the event that, notwithstanding the foregoing, the Trustee or a the Holder of any Note shall have received any payment prohibited by the foregoing provisions of this Section 4.211.03, then and in such event such payment shall be paid over and delivered forthwith to the Representative Representative, in trust for distribution to the holders of Senior Debt or, if no amounts are then due in respect of Senior Debt, promptly returned to the Obligor, or otherwise as a court of competent jurisdiction shall direct.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 1602 shall be applicable, upon (1) the occurrence of a Senior Payment Default and (2) receipt by the Trustee from a representative of holders of Specified Senior Debt of written notice of such occurrence, then no direct or indirect payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets of the Company of any kind or character shall be made by or on behalf of the Company on account of Obligations principal of (or premium, if any) or interest on the Securities or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment or distribution, there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Designated Senior Debt unless and such default shall not have been cured or waived by or on behalf of the holders of such Designated Senior Debt or shall have ceased to exist, until such default Senior Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsdischarged, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. (b) Unless Section 4.3 1602 shall be applicable, during upon (1) the continuance occurrence of any other event of default with respect to any Designated a Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of Nonmonetary Default and (a2) receipt by the Trustee from a representative of holders of Specified Senior Debt of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such accelerationoccurrence, then no such payment (other than payments by a trust previously established pursuant to Article Nine) or distribution of any asset assets of the Company of any kind or character shall be made by the Company upon or in respect of the Securities (including without limitation on account of any principal of, of (or premium, if any, ) or interest on the Securities) Securities or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice by the Company or the date of receipt by the Trustee of such acceleration written notice from such representative (the "Blockage Notice") unless and ending 180 until (subject to any blockage of payments that may then be in effect under paragraph (a) of this Section) (x) more than 179 days thereafter shall have elapsed since receipt of such Blockage Notice by the Company or the Trustee (provided the "Initial Period"), whichever was earlier, (y) such Designated Senior Debt Nonmonetary Default shall theretofore not have been accelerated) cured or waived or (unless (xz) such Payment Blockage Period shall be have been terminated by written notice to the Company or the Trustee from by the holders representative initiating such Payment Blockage Period (whichever shall occur first), after which, in the case of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or clause (x), (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents(z), after which the Company shall promptly notify the Trustee of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Any number of additional Payment Blockage Period Periods may be commenced during the Initial Period; provided, however, that no such additional Payment Blockage Periods extend beyond 180 days from the date on which such Payment Blockage Period was commencedInitial Period. Not more than one After the expiration of the Initial Period, no Payment Blockage Period may be commenced with respect to until at least 181 consecutive days shall have elapsed from the Securities during any period last day of 360 consecutive daysthe Initial Period. No event of default which Senior Nonmonetary Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Specified Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period unless such Senior Nonmonetary Default shall have been cured or waived for a period of not less than 90 consecutive days. Notwithstanding any other provision of this Agreement, only one Payment Blockage Period may be commenced within any consecutive 365-day period, and no event of default with respect to Specified Senior Debt which existed or was continuing on the date of the commencement of any Payment Blockage Period initiated by or behalf of such Specified Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative whether or not within a period of 360 365 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 to the date of commencement of such initial Payment Blockage Period. In no event will a 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)extend beyond 179 days. (c) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or a the Holder shall have received of any payment Security prohibited by the foregoing provisions of this Section 4.2Section, then and in such event such payment shall be paid over and delivered forthwith to the Representative or as a court of competent jurisdiction shall directCompany.

Suspension of Payment When Senior Debt in Default. (a) Unless Section 4.3 shall be applicable, no direct or indirect payment (other than payments by a trust previously established pursuant to Article NineX) or distribution of any asset of the Company or any Subsidiary Guarantor of any kind or character by or on behalf of the Company or any Subsidiary Guarantor of Obligations on the Securities or on account of the purchase or redemption or other acquisition of the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment or distribution, there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Designated Senior Debt and such default shall not have been cured or waived by or on behalf of the holders of such Designated Senior Debt or shall have ceased to exist, until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company or any Subsidiary Guarantor shall resume making any and all required payments in respect of the Securities, including any missed payments. (b) Unless Section 4.3 shall be applicable, during the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, upon the earlier to occur of (a) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Debt or their Representative stating that such notice is a notice pursuant to Section 4.2 of this Indenture, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment (other than payments by a trust previously established pursuant to Article NineX) or distribution of any asset of the Company or any Subsidiary Guarantor of any kind or character shall be made by the Company or any Subsidiary Guarantor upon or in respect of the Securities (including without limitation on account of any principal of, premium, if any, or interest on the Securities) or on account of the purchase or redemption or other acquisition of Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter (provided such Designated Senior Debt shall theretofore not have been accelerated) (unless (x) such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt or their Representative who delivered such notice or (y) such default is cured or waived, or ceases to exist or such Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents), after which the Company shall promptly notify the Trustee in writing of such cure or waiver and resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond Periods exceed an aggregate of 180 days from the date on which such Payment Blockage Period was commencedduring any consecutive 360-day period. Not more than one two Payment Blockage Period Periods may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders of such Designated Senior Debt or their Representative whether or not within a period of 360 consecutive days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) In the event that, notwithstanding the foregoing, the Trustee or a Holder shall have received any payment prohibited by the foregoing provisions of this Section 4.2, then and in such event such payment shall be paid over and delivered forthwith to the Representative or as a court of competent jurisdiction shall direct.