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

Suspension of Payment When 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 Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when duedue (beyond any applicable grace period), 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 Designated Senior Debt (a “Payment Default”), then no the Issuer shall not (x) make any payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to (y) acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid (other than, in full in cash or Cash Equivalentseither case, Permitted Junior Securities). (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Payment Default”) and if the Representative for the respective issue of Designated Senior Debt (including, as applicable, the administrative agent under any Credit Facility (including any Credit Agreement)) gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non-Payment Defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to one hundred seventy-nine (179) days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless in each case the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwiseotherwise (other than, in either case, Permitted Junior Securities). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 one hundred seventy-nine (179) days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 ninety (90) consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives). (d) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities the Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided provided, however, that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Casella or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th 179th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default Non-Payment Default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalentscash equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company Casella nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment 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 ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section Sections 10.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities and (B) made relating to the Securities Notes from the trust established pursuant to Article Eight, so long as as, with respect to (B), (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 Senior Credit Agreement Facility 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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata PRO RATA to such holders on the basis of the respective amount of 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 outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided PROVIDED that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees or commissions with respect to, any Senior Debt (a “Payment Default”)Debt, then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If otherwise. In addition, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) , permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Default Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined in this Section 10.02), during the 180 days after the delivery of such Default Notice (the “Blockage Period”), neither the Company nor any other Person on its behalf shall shall: (xA) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities Notes, or (yB) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by payment on the Trustee Notes was due and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 . Notwithstanding 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 this Article Ten when made10, the Company shall be allowed to make, and make payments related to, the Special Redemption Offer pursuant to Section 4.23. (d2) 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 10.0210.02(1), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of such Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or in 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 SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Issuers or any other Person on its or their behalf of any of them with respect to any Obligations obligation on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company Issuers nor any other Person on its their behalf shall (x) make any payment of any kind or character with respect to any Obligations obligation on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any period of 360 consecutive days. For all purposes of this Section 10.02(b10.2(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.0210.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Issuers and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided provided, that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.3 shall be applicable, 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 ofor premium, if any, liquidated damages, if any, or regularly accruing fees other Obligations with respect to, any Designated Senior Debt of the Issuers (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Issuers or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to purchase, repurchase, redeem or otherwise acquire or retire any of the Securities for cash or property or otherwise or set aside any funds or make any deposit with the Trustee for any such purpose (collectively, “pay the Securities”) until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Issuers shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.3 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt of either of the Issuers (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company Issuers nor any other Person on its their behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect relating to the Securities or (y) purchase, repurchase, redeem or otherwise acquire any of the Securities for cash or property or otherwiseotherwise until the earliest to occur of (i) the date on which all Non-payment Defaults are cured or waived (so long as no other Non-payment Default or Payment Default exists), (ii) the 180th day after the date on which the applicable Payment Blockage Notice was received, unless the maturity of any Designated Senior Debt has been accelerated or (iii) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by may be delivered unless and until 360 consecutive days have elapsed since the Trustee and (y) only one such delivery of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b10.2(b), no event of default which existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period Notice 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 however, any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period Notice, 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 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.this

Suspension of Payment When 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 Designated Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating with respect to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid (other than, in full in cash or Cash Equivalentseither case, Permitted Junior Securities). (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Payment Default”") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery date of receipt of such Payment Blockage Notice and ending on the earlier of the 180th 179th day after such delivery date of receipt and the date on which (x) all events of default Non-Payment Default with respect to all such Designated Senior Debt have been cured or waived or cease to existwaived, (y) all such Designated Senior Debt with respect to which any such event of default Non-Payment Default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalentscash equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, unless the maturity of the Designated Senior Debt has been accelerated, neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwiseotherwise (other than, in either case, Permitted Junior Securities). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment 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 ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section Sections 10.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities and (B) made relating to the Securities Notes from the trust established pursuant to Article Eight, so long as as, with respect to (B), (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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided provided, however, that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf Issuer with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such nonpayment defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless in each case the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities the Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf Issuer with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such nonpayment defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata PRO RATA to such holders on the basis of the respective amount of 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 outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities the Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided PROVIDED that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event exist or a Responsible Officer of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives at the Corporate Trust Office of the Trustee written notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period Notice may be commenced delivered within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Debt or the Representative of such holders of the acceleration. If any Senior Debt is outstanding, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof) before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.3 shall be applicable, 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 Senior Debt (a “"Payment Default”"), then no --------------- payment or distribution of any kind or character shall be made by or on behalf of the Company Issuers or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Issuers shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.3 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if the Representative for the respective issue of ------------------- Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have -------------- been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Payment Blockage Period"), ----------------------- neither the Company Issuers nor any other Person on its their behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with the respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Default Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b10.2(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.0210.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt --- ---- held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Issuers and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to -------- be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If any default Payment Default occurs with respect to any Designated Senior Debt (including upon any acceleration of the maturity thereof and, without limitation, guarantees of the foregoing items which constitute such Senior Debt) and is continuing in continuing, then the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any Company shall not be permitted to pay principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees interest (or other amounts) on the Senior Subordinated Notes or make any further deposit pursuant to Section 9.02 and may not repurchase, redeem or otherwise retire for value or make any payment of any kind with respect to, to any Senior Debt Subordinated Notes (a “Payment Default”)collectively, then no "pay the Senior Subordinated Notes") if: payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on owing on, or relating to to, the Securities Senior Subordinated Notes or to acquire any of the Securities Senior Subordinated Notes for cash or property Property or otherwise until the date on which prior to such Payment Default (and all other Payment Defaults Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Designated Senior Debt or cease ceased to exist or such all Designated 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 Temporary Cash EquivalentsInvestments. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”) "), and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (x) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non-payment Default is cured or waived or cease will have ceased to existexist (so long as no other Non-payment Default exists), (y) all Designated Senior Debt with respect to 180 days after the date on which any such event of default has occurred the applicable Payment Blockage Notice is received, and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (xi) make any payment of any kind or character with respect to any Obligations on or with respect to pay the Securities Senior Subordinated Notes or (yii) acquire any of the Securities Notes for cash or property Property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b12.02(b), no event of known default (other than a payment default) which existed or was continuing on the date of the commencement of any Payment Blockage Period Notice (whether or not such event of default is in the same issue of Designated Senior Debt) with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second any other 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 or will have ceased to exist for a period of not less than 90 consecutive days subsequent to the commencement of such initial Payment Blockage Notice (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.0212.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten Twelve shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Senior Subordinated Notes and all other Obligations owing under the Senior Subordinated Notes pursuant to Section 6.02 Article Six or to pursue any rights or remedies hereunderhereunder (subject to the rights, if any, under this Article Twelve, of the holders of Senior Debt in respect of cash, Property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Temporary Cash Equivalents Investments before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing on, or with respect to, the SecuritiesSenior Subordinated Notes.

Suspension of Payment When 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 Senior Debt (a ““ Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf Issuer with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a ““ Non-payment Payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a ““ Payment Blockage Notice”), then during the period (the ““ Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such nonpayment defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives). (d) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten X shall limit the right of the Trustee or the Holders of Securities the Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”)Debt, then no payment or distribution of any kind or character shall be made by by, or on behalf of of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes, or to acquire any of the Securities Notes for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If otherwise. In addition, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (Debt, as such event of or default is defined in the instrument creating or evidencing such Designated Senior Debt) , permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured --------------- or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company --------------- nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein therein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by payment on the Trustee notes was due and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no 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 shall be, or be made, the basis for the commencement of a second 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 ending commencing after the date of commencement of such Payment Blockage Period that, in either case, 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 10.02(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 this Article Ten 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 10.0210.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due -------- shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 otherwiseoth- erwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Senior Debt) (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on owing on, or relating to with respect to, the Securities Notes or to acquire any of the Securities Notes for cash or property or otherwise until the date on which such Payment Default (and all other Payment Defaults Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Senior Debt or cease ceased to exist or such all Senior Debt with respect to which any Payment De- fault has occurred and is continuing shall have been discharged or paid in full in cash or Cash Equivalents. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Sen- ior Debt then outstanding to accelerate the maturity thereof (a “Non-"Non- payment Default”) "), and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and (x) the date on which (x) all events of default with respect to all Designated Desig- nated Senior Debt have been cured or waived or cease ceased to exist, (y) all Designated Senior Debt with respect to 180 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalentsre- ceived, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating ter- minating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (xi) make any payment of any kind or character with respect to any Obligations on owing on, or with respect to to, the Securities Notes or (yii) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding Notwith- standing anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative Representa- tive 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 acknowl- edged that any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant pursu- ant 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 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered deliv- ered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective re- spective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten X shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes and all other Obligations owing on, or with respect to, the Notes pursuant to Section 6.02 Article VII or to pursue any rights or remedies hereunderhereunder (sub- ject to the rights, if any, under this Article X, of the holders of Senior Debt in respect of cash, property or securities of the Company received upon exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing under the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”"PAYMENT DEFAULT"), then no the Issuer shall not (x) make any payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to (y) acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid (other than, in full in cash or Cash Equivalentseither case, Permitted Junior Securities). (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt (including, as applicable, the administrative agent under the Credit Agreement) gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non-Payment Defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless in each case the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwiseotherwise (other than, in either case, Permitted Junior Securities). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee -76- shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities the Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided PROVIDED, HOWEVER, that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If The Company also may 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 Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on on, or with respect to relating to, the Securities Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein otherwise (other than Permitted Junior Securities) if: (1) a Payment Default on any Senior Debt occurs and is continuing; or (2) any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity (a "Non-Payment Default") and the contraryTrustee receives a notice of such default (a "Payment Blockage Notice") from the Representative of any Designated Senior Debt. (b) Payments on and distributions with respect to any Obligations on, or with respect to, the Notes may and shall be resumed: (1) in the case of a Payment Default, upon the date on which such default is cured or waived; and (2) in case of a Non-Payment Default, the earliest of (x) in the date on which all Non-Payment Defaults are cured or waived (so long as no other event will a Payment Blockage Period extend beyond of default exists), (y) 180 days from after the date on which the applicable Payment Blockage Notice is received by received, or (z) the date on which the Trustee and (y) only one receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Period Notice, unless the maturity of any Designated Senior Debt has been accelerated and such acceleration has not been waived. For the purpose of this clause (2), discharge or payment in full of Designated Senior Debt in accordance with its terms shall be the equivalent of a cure of an underlying default. (c) No new Payment Blockage Notice may be commenced within any delivered unless and until 360 consecutive days. For all purposes days have elapsed since the effectiveness of this Section 10.02(b), no event of default which the immediately prior Payment Blockage Notice. (d) No Non-Payment Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have been cured or waived for a period of not less than 90 180 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period that, Notice that in either case, case would give rise to an event of a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). (ce) The foregoing Section 10.02(aholders of Senior Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt (including interest accruing after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) before the Holders of Notes shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes (other than a payment or distribution of Permitted Junior Securities) in the event of any distribution to creditors of the Company: (1) in a total or partial liquidation, dissolution or winding up of the Company; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its Property; (3) in an assignment for the benefit of creditors; or (4) in any marshalling of the Company's assets and liabilities. (bf) Unsecured Indebtedness is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or receives priority in respect of asset sales, cash flows or other prepayments and Indebtedness which has different security or different priorities in the same security shall not be deemed subordinate or junior to secured Indebtedness no matter what the differences are. (g) The Company must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default. (h) The terms of the subordination provisions described above shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eightmoney or of Government Securities, so long as (i) the conditions specified or a combination thereof, held 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 deposited at a time when permitted by the subordination provisions of this Article Ten when madeSection 11.02 by the Trustee for the payment of principal of, premium (if any) and interest on the Notes pursuant to Section 9.02. (di) 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 10.0211.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Company, and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes and all other Obligations owing under the Notes pursuant to Section 6.02 Article Six or to pursue any rights or remedies hereunderhereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Debt in respect of cash, Property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing on, or with respect to, the SecuritiesNotes.

Suspension of Payment When 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, under the Senior Credit Facility, the Second Lien Notes Documents or any other Senior Debt (in the case of such Senior Debt, only if the aggregate principal amount thereof exceeds $5 million) (a “Senior Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Casella or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Senior Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th 179th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default Non-Payment Default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalentscash equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage PeriodPeriod (unless the maturity of any Designated Senior Debt has been and remains accelerated), neither the Company Casella nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment 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 ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section Sections 10.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities or (B) made relating to the Securities from the trust established pursuant to Article Eight, so long as as, with respect to (B), (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 Senior Credit Agreement Facility or any other Senior Debt or Guarantor material 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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of any series of Securities to take any action to accelerate the maturity of the such Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When 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, under the Senior Credit Facility, the Second Lien Notes Documents or any other Senior Debt (in the case of such Senior Debt, only if the aggregate principal amount thereof exceeds $5 million) (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Casella or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th 179th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default Non-Payment Default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalentscash equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage PeriodPeriod (unless the maturity of any Designated Senior Debt has been and remains accelerated), neither the Company Casella nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment 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 ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section Sections 10.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities or (B) made relating to the Securities Notes from the trust established pursuant to Article Eight, so long as as, with respect to (B), (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 Senior Credit Agreement Facility or any other Senior Debt or Guarantor material 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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when duedue (after any applicable grace period), 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 Designated Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character (other than in Permitted Junior Securities) shall be made by or on behalf of the Company Issuer, the Co-Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been such defaults are cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentswaived. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day (1) 179 days after such delivery and the date on which the applicable Payment Blockage Notice is received, (x2) the date on which all events of default with respect to all Designated Senior Debt such Non-Payment Defaults have been cured or waived or cease to exist, exist and (y3) all Designated Senior Debt with respect to the date on which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, unless the maturity of any Designated Senior Debt has been accelerated, neither the Company Issuer nor any other Person on its behalf the Co-Issuer shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable new Payment Blockage Notice is received by may be delivered unless and until 360 days have elapsed since the Trustee and (y) only one such effectiveness of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b10.2(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(aSections 10.2(a) and (b) shall not apply to (A) payments and distributions of Permitted Junior Securities and (B) payments and distributions made relating to the Securities Notes from the trust established pursuant to Article EightVIII, so long as as, with respect to (B), (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) VIII are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of this Article Ten X when made. (d) In the event that, notwithstanding the foregoingforegoing except Section 10.02(c), any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 10.0210.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten X shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents, or such payment duly provided for to the satisfaction of the holders of such Senior Debt, before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.3 shall be applicable, 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 onpremium, unpaid drawings for letters of credit issued in respect ofif any, liquidated damages, if any, or regularly accruing fees other Obligations with respect to, any Designated Senior Debt of the Issuer (a “"Payment Default”"), then no payment or distribution of any --------------- kind or character shall be made by or on behalf of the Company Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to purchase, repurchase, redeem or otherwise acquire or retire any of the Securities for cash or property or otherwise or set aside any funds or make any deposit with the Trustee for any such purpose (collectively, "pay the ------- securities") until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall ---------- have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Issuer shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.3 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt of the Issuer (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if the Representative for the respective issue of such ------------------- Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company Issuer nor any other ----------------------- Person on its behalf shall pay the securities until the earliest to happen of (xi) make any the date on which all Non-payment De- faults are cured or waived (so long as no other Non-payment Default or Payment Default exists), (ii) the 180/th/ day after the date on which the applicable Payment Blockage Notice was received, unless the maturity of any kind or character with respect to any Obligations on or with respect to the Securities Designated Senior Debt has been accelerated or (yiii) acquire the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any of the Securities for cash or property or otherwiseDesignated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by may be delivered unless and until 360 consecutive days have elapsed since the Trustee and (y) only one such delivery of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b10.2(b), no event of default which existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period Notice 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 however, any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period Notice, 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 10.02(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 this Article Ten 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 10.0210.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt --- ---- held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Issuer and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to -------- be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when duedue (after any applicable grace period), 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 Senior Debt (a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character (other than in Permitted Junior Securities) shall be made by or on behalf of the Company Issuer, the Co-Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been such defaults are cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentswaived. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day (1) 179 days after such delivery and the date on which the applicable Payment Blockage Notice is received, (x2) the date on which all events of default with respect to all Designated Senior Debt such Non-Payment Defaults have been cured or waived or cease to exist, exist and (y3) all Designated Senior Debt with respect to the date on which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, unless the maturity of any Designated Senior Debt has been accelerated, neither the Company Issuer nor any other Person on its behalf the Co-Issuer shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable new Payment Blockage Notice is received by may be delivered unless and until 360 days have elapsed since the Trustee and (y) only one such effectiveness of the immediately prior Payment Blockage Period may be commenced within any 360 Notice and at least 181 consecutive daysdays have elapsed during such 360-day period during which no Payment Blockage Notice was in effect. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section Sections 10.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities and (B) made relating to the Securities Notes from the trust established pursuant to Article Eight, so long as as, with respect to (B), (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 Facilities 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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents, or such payment duly provided for to the satisfaction of the holders of such Senior Debt, before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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, The holders of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt (a “Payment Default”), then no will be entitled to receive payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If any other event of default (other than a Payment Default) occurs and is continuing with all Obligations due in respect to any Designated of Senior Debt (as such event including interest accruing after the commencement of default is defined any bankruptcy or other like proceeding at the rate specified in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated applicable Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that whether or not such notice interest is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which an allowed claim in any such event proceeding) before the Holders of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (x) make Notes will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on on, or relating to, the Notes in the event of any distribution to creditors of either of the Issuers: (1) in a total or partial liquidation, dissolution or winding up of either of the Issuers; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to either of the Issuers or its respective property; (3) in an assignment for the benefit of creditors; or (4) in any marshalling of either of the Issuers’ respective assets and liabilities. (b) The Issuers also may not make any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Securities Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein otherwise if: (1) a payment default on any Senior Debt occurs and is continuing; or (2) any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the contraryTrustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of such Designated Senior Debt. (c) Payments on and distributions with respect to any Obligations on, or with respect to, the Notes may and shall be resumed: (1) in the case of a payment default, upon the date on which such default is cured or waived; and (2) in case of a nonpayment default, the earliest of (x) in the date on which all nonpayment defaults are cured or waived (so long as no other event will a Payment Blockage Period extend beyond of default exists), (y) 180 days from after the date on which the applicable Payment Blockage Notice is received by or (z) the date on which the Trustee and (y) only one receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Period Notice, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be commenced within any delivered unless and until 360 consecutive days. For all purposes days have elapsed since the effectiveness of this Section 10.02(b), no event of the immediately prior Payment Blockage Notice. (d) No nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Trustee (to the extent the holder of Designated Senior Debt Debt, or any trustee or agent therefor, giving such Payment Blockage Notice, had knowledge of such default at the time such Payment Blockage Notice was delivered) shall be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, Notice 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 ending commencing after the date of commencement delivery of such initial Payment Blockage Period that, Notice that in either case, case would give rise to an event of a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). (c) . The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Issuers must promptly notify holders of Senior Debt (pro rata to such holders on the basis if payment of the respective amount Notes is accelerated because of 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 Senior Debt, if any, received from the holders an Event of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesDefault.

Suspension of Payment When Senior Debt Is in Default. (a) If The Company may 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 Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on Obligation on, or relating to to, the Securities Notes or to this Indenture or acquire any of the Securities Notes for cash or property or otherwise until and no Guarantor may make any payment or distribution of any kind or character with respect to any Obligation on, or relating to, its Note Guarantees or this Indenture or acquire the date Notes for cash or property or otherwise if: (1) a payment default on which all Payment Defaults shall have been cured or waived or cease to exist or such any Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If including upon any other event acceleration of default (other than a Payment Defaultthe maturity thereof) occurs and is continuing with respect to continuing; or (2) any other Default on Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the occurs that permits holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (and the Trustee receives a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice Default (a “Payment Blockage Notice”), then during ) from the period (the “Payment Blockage Period”) beginning upon the delivery Representative of such Payment Blockage Notice and ending any Designated Senior Debt. Payments on the earlier Notes or any Note Guarantee may and shall be resumed: (1) in the case of the 180th day after such delivery and a payment Default upon the date on which (x) all events of default with respect to all Designated Senior Debt have been such Default is cured or waived or cease will have ceased to exist; and (2) in the case of a Non-Payment Default upon the earliest of (x) the date on which such Non-Payment Default is cured or waived or will have ceased to exist (so long as no other Default exists), (y) all 180 days after the date on which the applicable Payment Blockage Notice is received, unless such Designated Senior Debt with respect to which any shall have been accelerated and such event of default acceleration has occurred not been rescinded, and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice. (b) The Notes shall not be subject to more than one Payment Blockage Period in any 360-day period, neither regardless of the Company nor any other Person on its behalf shall (x) make any payment number of any kind or character Defaults with respect to any Obligations on or with respect to such period. (c) No known Default (other than a payment Default) that existed upon the Securities or (y) acquire any commencement of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice (whether or not such Event of Default is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the same Designated Senior Debt Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive daysNotice, unless such event of default shall have Default has been cured or waived or will have ceased to exist for a period of not less than 90 consecutive days subsequent to the commencement of such initial Payment Blockage Notice (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period that, Notice that in either case, case would give rise to an event of default a Default pursuant to any provisions under which an event of default a Default previously existed or was continuing shall constitute a new event of default Default for this purpose). (cd) The foregoing Section 10.02(a) and (b) shall not apply obligations of a Guarantor under its Note Guarantee constitute Senior Subordinated Debt. As such, the rights of Holders of the Notes to payments and distributions made relating receive payment by a Guarantor pursuant to a Guaranty will be subordinated in right of payment to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified prior payment in Article Eight (without any waiver full in cash or modification Temporary Cash Investments of the requirement that the deposits pursuant thereto do not conflict with the all Obligations in respect of Senior Debt of such Guarantor. The terms of the Credit Agreement subordination and payment blockage provisions described above with respect to the Company’s obligations under the Notes apply equally to a Guarantor and the obligations of such Guarantor under its Note Guarantee. (e) Unsecured Debt is not deemed to be subordinate or any junior to secured Debt merely because it is unsecured or because the secured debt receives priority in respect of asset sales, cash flows or other Senior prepayments, and Debt which has different security priorities in the same security will not be deemed subordinate or Guarantor Senior Debtjunior to secured Debt no matter what the differences are. (f) are satisfied on No provision contained in this Indenture or the date of any deposit pursuant Notes will affect the Company’s obligation, which is absolute and unconditional, to said trust and (ii) such payments and distributions did not violate pay the Notes when due. The subordination provisions of this Article Ten when made. (d) In Indenture and the event that, notwithstanding Notes will not prevent the foregoing, occurrence of any payment shall be received by Default or Event of Default under this Indenture or limit the rights of the Trustee or any Holder when to pursue any other rights or remedies with respect to the Notes (subject, however, to the rights, if any, of the Holders of Senior Debt thereunder in respect of cash or other property received upon the exercise of any such payment is prohibited by remedy). (g) By reason of the foregoing subordination provisions contained in this Indenture, in the event of a bankruptcy, liquidation or insolvency proceeding of the Company, the Parent or any Subsidiary Guarantor, Holders of the Notes may recover less, ratably, than creditors of the Company, the Parent or a Subsidiary Guarantor who are holders of Senior Debt. Notwithstanding the foregoing, the terms of the subordination provisions described in this Section 10.0211.02 will not apply to payments of money or of U.S. Government Obligations, such payment shall be or a combination thereof, held in trust (and deposited at a time when permitted by the subordination provisions described above) by the Trustee for the benefit of, payment of principal of and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders interest on the basis of Notes and otherwise in accordance with the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appearprovisions under Article Nine. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes and all other Obligations owing under the Notes pursuant to Section 6.02 Article Six or to pursue any rights or remedies hereunderhereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Debt in respect of cash, Property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Temporary Cash Equivalents Investments before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing on, or with respect to, the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or --------------- character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-"Non- --- payment Default”") and if the Representative for the respective issue of --------------- Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage ---------------- Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or ------ waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), ----------------------- neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding Not - withstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 prohib ited by the foregoing provisions of this Section 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective RepresentativesRepresenta tives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their RepresentativesRepresenta tives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to -------- be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If any default occurs and is continuing beyond the applicable grace period, if any, 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 Senior Debt (for purposes of this Article X only, a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf Issuer with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders Holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”"PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such nonpayment defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless the maturity of any Designated Senior Debt has been accelerated), neither the Company nor any other Person on its behalf Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will shall a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such no new Payment Blockage Period Notice may be commenced within any delivered unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holdersHolders) 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 outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt or any other Senior Debt of at least $25.0 million aggregate principal amount (including, without limitation, guarantees of the foregoing items which constitute such Senior Debt) (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on owing on, or relating to to, the Securities Notes or to acquire any of the Securities Notes for cash or property or otherwise until the date on which such Payment Default (and all other Payment Defaults Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Designated Senior Debt or cease such other Senior Debt or ceased to exist or all Designated Senior Debt or all other such 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) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”) "), and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (x) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non-payment Default is cured or waived or cease to exist(so long as no other Non-payment Default exists), (y) all Designated Senior Debt with respect to 180 days after the date on which any such event of default has occurred the applicable Payment Blockage Notice is received, and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (xi) make any payment of any kind or character with respect to any Obligations on owing on, or with respect to to, the Securities Notes or (yii) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes and all other Obligations owing under the Notes pursuant to Section 6.02 Article Six or to pursue any rights or remedies hereunderhereunder (subject to the rights, if any, under this Article Ten, of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing on, or with respect to, the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.3 shall be applicable, 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 onpremium, unpaid drawings for letters of credit issued in respect ofif any, liquidated damages, if any, or regularly accruing fees other Obligations with respect to, any Designated Senior Debt of the Issuer (a “Payment Default”"PAYMENT DEFAULT"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to purchase, repurchase, redeem or otherwise acquire or retire any of the Securities for cash or property or otherwise or set aside any funds or make any deposit with the Trustee for any such purpose (collectively, "PAY THE SECURITIES") until the date on which all such Payment Defaults Default shall have been cured or -104- waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Issuer shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.3 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt of the Issuer (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non"NON-payment Default”PAYMENT DEFAULT") and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company Issuer nor any other Person on its behalf shall pay the securities until the earliest to happen of (xi) make any the date on which all Non-payment Defaults are cured or waived (so long as no other Non-payment Default or Payment Default exists), (ii) the 180th day after the date on which the applicable Payment Blockage Notice was received, unless the maturity of any kind or character with respect to any Obligations on or with respect to the Securities Designated Senior Debt has been accelerated or (yiii) acquire the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any of the Securities for cash or property or otherwiseDesignated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by may be delivered unless and until 360 consecutive days have elapsed since the Trustee and (y) only one such delivery of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b10.2(b), no event of default which existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period Notice 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 however, any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period Notice, 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 10.02(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 this Article Ten 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 10.0210.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata PRO RATA to such holders on the basis of the respective amount of 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 Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Issuer and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided PROVIDED that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by 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 Senior Debt (a “"Payment Default”"), then no --------------- payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise and until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.03 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if ------------------- the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice -------------- then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Payment Blockage Period"), neither the Company nor any ------------------------ other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with the respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Default Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of --- ---- Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if -109- any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to -------- be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When 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 Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of then, unless and until all such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event exist or a Responsible Officer of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives at the Corporate Trust Office of the Trustee written notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the “Payment Blockage Period”), neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period Notice may be commenced delivered within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Debt or the Representative of such holders of the acceleration. If any Senior Debt is outstanding, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof) before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If The Company shall not make any payment upon or in respect of the 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 in the payment when duecontinuing, whether at maturity, upon any redemption, maturity or on a date fixed for payment or prepayment or by declaration of acceleration or otherwise, or (ii) the Trustee has received written notice ("Payment Blockage Notice") from the Representative of any principal of, interest on, unpaid drawings for letters holders of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt (that a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If any other event of nonpayment default (other than a Payment Default) occurs has occurred and is continuing with respect to such Designated Senior Debt that permits such holders to accelerate the 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 (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 waived or otherwise ceases to exist; and (ii) in the 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 (as such event has been accelerated and the Company has defaulted with respect to the payment of default is defined in the instrument creating or evidencing such Designated Senior Debt, or (c) permitting the date on which such Payment Blockage Period (as defined below) shall have been terminated by written notice to the Company or the Trustee from the Representative of the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that initiating such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon . During any consecutive 365-day period, the delivery aggregate number of such Payment Blockage Notice and ending days in which payments due on the earlier Notes may not be made as a result of the 180th day after such delivery and the date nonpayment defaults on which (x) all events of default with respect to all Designated Senior Debt have been cured (a "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 waived or cease to exist, (y) all circumstance that creates a nonpayment default under any Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or that (zi) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect gives rise to the Securities or (y) acquire any commencement of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and or (yii) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of exists at the commencement of or during any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, made the basis for the commencement of a second any subsequent 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 has 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 ending after from the date of commencement 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 notice shall extend 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)beyond 179-day limit. (c) The foregoing Section 10.02(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 this Article Ten when made. (d) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when when, and after the Trustee has been notified that, such payment is prohibited by the foregoing provisions of this Section 10.0210.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of such Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full full, in cash in the case of the Credit Facility, or in cash or in 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 obligations on the SecuritiesNotes.

Suspension of Payment When 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 Senior Debt (a “Payment Default”)Debt, then no payment or distribution of any kind or character shall be made by by, or on behalf of of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes, or to acquire any of the Securities Notes for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If otherwise. In addition, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (Debt, as such event of or default is defined in the instrument creating or evidencing such Designated Senior Debt) , permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein therein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by payment on the Trustee Notes was due and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no 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 shall be, or be made, the basis for the commencement of a second 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 89 -82- of any financial covenants for a period ending commencing after the date of commencement of such Payment Blockage Period that, in either case, 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 10.02(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 this Article Ten 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 10.0210.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect ofor premium, if any, liquidated damages, if any, or regularly accruing fees other Obligations with respect to, any Designated Senior Debt of the Issuers (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Issuers or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to purchase, repurchase, redeem or otherwise acquire or retire any of the Securities for cash or property or otherwise or set aside any funds or make any deposit with the Trustee for any such purpose (collectively, “pay the Securities”) until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates shall have been discharged or paid in full in cash or Cash Equivalents, after which the Issuers shall (subject to other provisions of this Article Ten) resume making any and all required payments in respect of the Securities, including any missed payments. (b) If Unless Section 10.03 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt of either of the Issuers (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company Issuers nor any other Person on its their behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect relating to the Securities or (y) purchase, repurchase, redeem or otherwise acquire any of the Securities for cash or property or otherwiseotherwise until the earliest to occur of (i) the date on which all Non-payment Defaults are cured or waived (so long as no other Non-payment Default or Payment Default exists), (ii) the 180th day after the date on which the applicable Payment Blockage Notice was received, unless the maturity of any Designated Senior Debt has been accelerated or (iii) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by may be delivered unless and until 360 consecutive days have elapsed since the Trustee and (y) only one such delivery of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period Notice 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 however, any subsequent action, or any breach of any financial covenants for a period ending commencing after the date of commencement delivery of such initial Payment Blockage Period Notice, 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 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company Issuers and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunderhereunder (subject, however, to the rights, if any, under this Article Ten, of the holders of Senior Debt in respect of cash or other property of the Issuers received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on on, or with respect to, the Securities.

Suspension of Payment When 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 Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event exist or a Responsible Officer of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives at the Corporate Trust Office of the Trustee written notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, during the 180 days after the delivery of such Payment Blockage Notice (the “Payment Blockage Period”), neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period Notice may be commenced delivered within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Debt or the Representative of such holders of the acceleration. If any Senior Debt is outstanding, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the definition thereof) before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character ---------------- shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") ------------------- and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until ----------------------- all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor any other Person on its ----------------------- behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.to

Suspension of Payment When 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character --------------- shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") ------------------- and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until ----------------------- all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor any other Person on its ----------------------- behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives), as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be -------- due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When 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, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt or any other Senior Debt of at least $25.0 million aggregate principal amount (including, without limitation, guarantees of the foregoing items which constitute such Senior Debt) (a “"Payment Default”"), then no payment or --------------- distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on owing on, or relating to to, the Securities Notes or to acquire any of the Securities Notes for cash or property or otherwise until the date on which such Payment Default (and all other Payment Defaults Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Designated Senior Debt or cease such other Senior Debt or ceased to exist or all Designated Senior Debt or all other such 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) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”) "), and if ------------------- the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period ----------------------- (the “"Payment Blockage Period”") beginning upon the delivery of such Payment ----------------------- Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (x) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non- payment Default is cured or waived or cease to exist(so long as no other Non-payment Default exists), (y) all Designated Senior Debt with respect to 180 days after the date on which any such event of default has occurred the applicable Payment Blockage Notice is received, and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall shall (xi) make any payment of any kind or character with respect to any Obligations on owing on, or with respect to to, the Securities Notes or (yii) acquire any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Notes and all other Obligations owing under the Notes pursuant to Section 6.02 Article Six or to pursue any rights or remedies hereunderhereunder (subject to the rights, if any, under this Article Ten, of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on owing on, or with respect to, the SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by 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 Senior Debt (a “"Payment Default”"), then no --------------- payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise and until the date on which all such Payment Defaults Default shall have been cured or waived or cease shall have ceased to exist or such Senior Debt as to which such Payment Default relates 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) If Unless Section 10.03 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment ----------- Default”") and if the Representative for the respective issue of Designated ------- Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default ------- Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived ------ or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Payment Blockage Period"), neither the ----------------------- Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by payment on the Trustee Securities was due and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to -------- be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When 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 Designated Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company Issuers or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentsotherwise. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (1) the date on which (x) all events of default with respect to all Designated Senior Debt have been such nonpayment defaults are cured or waived or cease to existwaived, (y2) all Designated Senior Debt with respect to 179 days after the date on which any such event of default has occurred and the applicable Payment Blockage Notice is continuing is discharged or paid in full in cash or Cash Equivalents, received or (z3) the date on which the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage PeriodNotice (unless the maturity of any Designated Senior Debt has been accelerated), neither the Company Issuers nor any other Person on its their behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing outstanding on the Senior Debt, if any, received from the holders of the Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt). Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or cash, Cash Equivalents or other cash equivalents reasonably acceptable to the holders of such Senior Debt before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the SecuritiesNotes.

Suspension of Payment When 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 or commissions with respect to, any Senior Debt (a “Payment Default”)Debt, then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents. (b) If otherwise. In addition, if any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) , permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage "Default Notice”"), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice then, unless and ending on the earlier of the 180th day after such delivery and the date on which (x) until all events of default with respect to all Designated Senior Debt have been cured or waived or cease have ceased to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged exist or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire acquire, repurchase, redeem or defease any of the Securities Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by payment on the Trustee Notes was due and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no No event of default which existed or was continuing con- 116 - 108 - tinuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.0210.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of such Senior Debt (or their Representatives) or, if such information is not received from such holders or their RepresentativesRepresentatives after written request therefor, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities Notes to take any action to accelerate the maturity of the Securities Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or in 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 SecuritiesNotes.

Suspension of Payment When Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when duedue (after any applicable grace period), 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 Senior Debt (a “"Payment Default”"), then no payment or distribution of any kind or character (other than in Permitted Junior Securities) shall be made by or on behalf of the Company Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities Notes or to acquire any of the Securities Notes for cash or property assets or otherwise until the date on which all Payment Defaults shall have been such defaults are cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalentswaived. (b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Payment Default”") and if the Representative for representative of the holders of the respective issue of Designated Senior Debt (the "Representative") or the Issuer gives notice of the event of default Non-Payment Default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”"), then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day (1) 179 days after such delivery and the date on which the applicable Payment Blockage Notice is received, (x2) the date on which all events of default with respect to all Designated Senior Debt such Non-Payment Defaults have been cured or waived or cease to exist, exist and (y3) all Designated Senior Debt with respect to the date on which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt or the Issuer terminating the Payment Blockage Period, neither unless the Company nor maturity of any other Person on its behalf Designated Senior Debt has been accelerated, the Issuer shall not (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities Notes or (y) acquire any of the Securities Notes for cash or property assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable new Payment Blockage Notice is received by may be delivered unless and until 360 days have elapsed since the Trustee and (y) only one such effectiveness of the immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. For all purposes of this Section 10.02(b12.02(b), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second 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 Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement delivery of such Payment Blockage Period Notice that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provisions 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). (c) The foregoing Section 10.02(aSections 12.02(a) and (b) shall not apply to payments and distributions (A) of Permitted Junior Securities and (B) made relating to the Securities Notes from the trust established pursuant to Article Eight8, so long as as, with respect to (B), (i) the conditions specified in Article Eight 8 (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement Facilities 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 this Article Ten 12 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 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

Suspension of Payment When Senior Debt Is in Default. (a) If Neither the Company nor any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any Subsidiary Guarantor shall be permitted to pay principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect tointerest (or other amounts) on the Notes or Subsidiary Guarantee, as the case may be, or make any Senior Debt (a “Payment Default”)further deposit pursuant to Section 9.02 and may not repurchase, then no redeem or otherwise retire for value or make any payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations Notes (collectively, "pay the Notes") if: (1) a Payment Default on or relating to the Securities or to acquire any Designated Senior Debt (including upon any acceleration of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents.maturity thereof) occurs and is continuing; or (b2) If any other event of default (other than a Payment Default) on any Designated Senior Debt occurs and is continuing with respect to any that permits Holders of Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “"Non-payment Default”") and and, if the Representative for the respective issue of Designated Senior Debt gives Trustee receives a notice of the event of such default to the Trustee stating that such notice is a payment blockage notice (a “"Payment Blockage Notice”)") from the Representative of any Designated Senior Debt, then during the period (the “"Payment Blockage Period”") beginning upon the delivery of such Payment Blockage Notice and ending on the earlier earliest of the 180th day after such delivery and (x) the date on which (x) all events of default with respect to all Designated Senior Debt have been such Non-payment Default is cured or waived or cease will have ceased to existexist (so long as no other Non-payment Default exists), (y) all Designated Senior Debt with respect to 180 days after the date on which any such event of default has occurred the applicable Payment Blockage Notice is received, and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (xi) make any payment of any kind or character with respect to any Obligations on or with respect to pay the Securities Notes or (yii) acquire any of the Securities Notes for cash or property Property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will Payments on a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), 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 shall be, or be made, the basis for the commencement of a second 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, Note or any breach of any financial covenants for a period ending 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) The foregoing Section 10.02(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 this Article Ten 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 10.02, such payment shall be held in trust for the benefit of, Subsidiary Guaranty may and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.resumed: