Common use of Default on Senior Indebtedness Clause in Contracts

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained event and during the continuation of any default by the Corporation in this Indenture or the Notespayment of principal, neither the Company nor any Restricted Subsidiary may makepremium, and neither the Trustee interest or any Holder may acceptother payment due on any Senior Indebtedness, any no payment shall be made by the Corporation with respect to the Subordinated Obligations other than (a) regularly scheduled payments of principal or interest in respect of on the Notes or any other amounts which may be due on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms hereof or thereof. In the event of the acceleration of the maturity of the Notes and the Indentureof a series, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, then no Permitted Payment may payment shall be made by the Company Corporation with respect to the principal or interest on the Notes of such series or any Restricted Subsidiary other amounts which may be due on the Notes of such series pursuant to the terms hereof or thereof until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment is received by the Trustee Trustee, or any Holder if: Noteholder, when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Trustee (iif the notice required by Section 15.06 has been received by the Trustee) a default in or by any Noteholder, to the payment holders of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such payment Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a written notice in writing within 90 days of such default (a "Payment Blockage Notice") from the Representative payment of the Allocable Amounts then due and owing on such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) only the Allocable Amounts specified in such notice to the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness Trustee shall be deemed paid to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of In the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: event that (i) a default in the any payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond not paid by the Company when due, any applicable grace period of grace; with respect to any such payment default has ended and such default has not been cured, waived or ceased to exist, (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written Holders receive notice of such default (a "Payment Blockage Notice") from the Representative Company or any other Person permitted to give such notice (including without limitation, any representative of any holder of Senior Indebtedness); or (iii) in the event that the maturity of any Senior Indebtedness of the Senior IndebtednessCompany has been accelerated because of a default, then, in any such case, no payment may be made in respect of a Cash Exercise. The Company Such payments may and shall resume payment on the Notesresume: (1A) in the case of a payment defaultdefault on any Senior Indebtedness, upon the date on which such default is cured or waived or otherwise has ceased to exist, waived; and (2B) in the case of a non-payment nonpayment default, the earlier of the date on which such other that default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectreceived. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any A new Payment Blockage Notice to may be delivered if 180 days have elapsed since the Trustee shall be, or be made, delivery of the basis for a subsequent immediately prior Payment Blockage Notice unless so long as such Payment Blockage Notice relates to a default under Senior Indebtedness that has not been the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration subject of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a prior Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to The Company may not make any payment of the contrary contained Principal Amount, Issue Price, Redemption Price, Change in this Indenture Control Purchase Price, or contingent interest, if any, in respect of the Notes, neither Securities nor may the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment pay cash with respect to the Subordinated Obligations other than Purchase Price or Change in Control Purchase Price or acquire any Securities for cash or property (a) regularly scheduled except, in each case, for payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries made from funds then held pursuant to the terms Pledge Agreement for the benefit of Holders of the Notes Securities, and except as otherwise provided by Article 11 and other than for Common Stock of the Indenture, (dCompany) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i1) a payment default on any Senior Indebtedness has occurred and is continuing beyond any applicable grace period with respect thereto; or (2) a default (other than a default referred to in the payment of the principal, premium, if any, or interest preceding clause (1)) on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its the maturity thereof and the Trustee default is the subject of judicial proceedings or the Company receives a written notice of default thereof from any person who may give such default (a "Payment Blockage Notice") from notice pursuant to the Representative of the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 10.04. The Company may and shall resume payment on the NotesSecurities and may acquire Securities if and when: (1A) the default referred to above is cured or waived; or (B) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased referred to exist, and in clause (2) of the preceding paragraph, 179 or more days pass after the receipt by the Company of the notice described in clause (2) above; and this Article 10 otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment (except for a payment made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities) shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment of cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the case event of a non-payment default, the earlier an occurrence of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, events described in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectthis Section 10.04. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes The provisions of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness not apply to that effect. No non-any payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or which Section 10.02 would be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectapplicable.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture No payment (by set-off or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (aotherwise) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by or on behalf of the Company or any Restricted a Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment Guarantor, as applicable, on account of the principalprincipal of, premium, if any, or interest on the Notes (including any repurchases of notes), or on account of the redemption provisions of the Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness occurs to declare such Senior Indebtedness to be due and is continuing beyond any applicable period of grace; or payable and (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such event of default is given to the Company and the Trustee by the Senior Bank Representative or the holders of an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness or their representative (a "Payment Blockage Notice") from the Representative ), then, unless and until such event of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is has been cured or waived or otherwise has ceased to exist, and no payment (2by set-off or otherwise) in the case of a non-payment default, the earlier may be made by or on behalf of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")Company, unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until if the Company shall have received a written waiver from the holders of is an obligor on such Senior Indebtedness, or any Subsidiary Guarantor which is an obligor under such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on account of the date of delivery of any Payment Blockage Notice to the Trustee shall beprincipal of, premium, if any, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments interest on the Notes pursuant to a Payment Blockage Notice(including any repurchases of any of the Notes), or on account of the Company will be obligated to resume making redemption provisions of the Notes or any and all required payments Obligation in respect of the Notes, including without limitation in any missed paymentssuch case. Notwithstanding the foregoing, unless either the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Subsidiary Guarantors shall be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a payment period of any 360 consecutive days and (ii) no default that existed upon the date of such -123- 134 Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is in existence on the maturity same issue of Senior Indebtedness) shall be made the basis for the commencement of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectother Payment Blockage Period.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained If there occurs an event of default that has been declared in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment writing with respect to the Subordinated Obligations other than (a) regularly scheduled payments any Senior Indebtedness, or there exists an event of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to default under the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principal, premium, if any, or interest on instrument pursuant to which any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of outstanding, permitting the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders holder of such Senior Indebtedness to that effect. No non-payment accelerate the maturity thereof, then, unless and until such event of default that existed shall have been cured or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, waived or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Noticeexist, the Company will or all Senior Indebtedness shall have been paid in full, no payment shall be obligated to resume making any and all required payments made in respect of the Notesprincipal of or interest on this Note, including without limitation any missed paymentsand no acceleration of this Note shall be permitted, unless either a payment within one hundred eighty (180) days (as may be extended pursuant to the next sentence) after the happening of such event of default is in existence the maturity of such Senior Indebtedness shall not have been accelerated. If during any such 180-day period one or more additional events of default under the Senior Indebtedness shall occur after the 151st day of such period, such 180-day period shall be extended for 30 additional days and no payment on or acceleration of this Note shall be permitted during the period as so extended; provided that no such period shall exceed an aggregate of 210 days. If a 180-day (as extended) period as described in the two preceding sentences shall have occurred, then no additional 180-day period may begin with respect to any event of default under Senior Indebtedness until there shall have been declared or exist an event of default arising following the prior 180-day (as extended) period. Upon the cure, waiver or cessation of existence of an event of default under Senior Indebtedness, or termination of the 180-day (as extended) period, referred to in the first sentence of this Section 7.4, this Note shall not be subject to acceleration in respect of any Event of Default that is not then continuing, and this Note may be accelerated only if there shall then exist an Event of Default which permits the Noteholder to accelerate this Note pursuant to Section 4.2. Allomatic shall provide the Noteholder notice of any event of default that has been declared in writing with respect to any Senior Indebtedness has been accelerated, and promptly after receipt by Allomatic of such acceleration remains in full force and effectwritten notice of default from its lenders under such Senior Indebtedness.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and in the Restricted Subsidiaries pursuant to payment of principal, premium, interest or any other payment due on any Senior Indebtedness, or in the terms event that the maturity of the Notes and the Indentureany Senior Indebtedness has been accelerated because of a default, (d) Note repurchases out of Excess Proceeds as provided then, in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoingeither case, no Permitted Payment may payment shall be made by the Company or any Restricted Subsidiary or received by with respect to the Trustee or any Holder if: principal (iincluding redemption payments) a default in the payment of the principalof, premium, if any, or interest on the Debentures of any series or any other amounts which may be due on such Debentures pursuant to the terms hereof or otherwise until the holders of all Senior Indebtedness occurs and is continuing beyond outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any applicable period amounts due upon acceleration). In the event of grace; or (ii) the acceleration of the maturity of the Debentures of any other default occurs and is continuing series, then no payment shall be made by the Company with respect to the principal (including redemption payments) of, premium, if any, or interest on such Debentures (including any other amounts which may be due on such Debentures pursuant to the terms hereof or otherwise) until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any amounts due upon acceleration). 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 preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered, by the Trustee (if the Notice required by Section 15.06 has been received by the Trustee) or by the Holder, to the holders of Senior Indebtedness or would occur as a consequence their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such payment Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a written notice in writing within 90 days of such default (a "Payment Blockage Notice") from the Representative payment of the amounts then due and owing on such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) only the amounts specified in such notice to the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness Trustee shall be deemed paid to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been accelerated, accelerated because of a default and such acceleration remains has not been rescinded or canceled, then, in full force either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of (or premium, if any) or interest on the Securities (including Compounded Interest and effectAdditional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). Payment Blockage Periods This restriction does not apply if the total amount outstanding for such Senior Indebtedness in default is less than $100,000; PROVIDED, such default does not relate to the indebtedness under the loan agreement by and between the Corporation and LaSalle National Bank currently outstanding as of the date hereof. In the event of the acceleration of the maturity of the Securities, then no payment shall not exceed an aggregate be made by the Corporation with respect to the principal (including prepayment payments) of 179 days during (or premium, if any) or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any period other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of 360 consecutive days. No default all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness shall be deemed to have been waived for purposes (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment is received by the Debenture Trustee, or any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 11.3 unless 15.02, such payment shall be held in trust for the benefit of, and until shall be paid over or delivered by the Company Debenture Trustee (if the notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment of the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Debenture Trustee shall have received a written waiver from be paid to the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the The Company nor may not make any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principalPrincipal Amount at Maturity, premiumIssue Price, Accrued Original Issue Discount, Redemption Price, Trigger Event Purchase Price, contingent interest, if any, or interest interest, if any, in respect of the Securities nor may the Company pay cash with respect to the Purchase Price or Trigger Event Purchase Price or acquire any Securities for cash or property (except as otherwise provided by Article 11 and other than for Common Stock of the Company) if: (1) a payment default on any Senior Indebtedness has occurred and is continuing beyond any applicable grace period with respect thereto; or (2) a default (other than a default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the such Senior Indebtedness as to which such default relates to accelerate its the maturity thereof and the Trustee default is the subject of judicial proceedings or the Company receives a written notice of default thereof from any person who may give such default (a "Payment Blockage Notice") from notice pursuant to the Representative of the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 10.04. The Company may and shall resume payment on the NotesSecurities and may acquire Securities if and when: (1A) the default referred to above is cured or waived; or (B) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased referred to exist, and in clause (2) of the preceding paragraph, 179 or more days pass after the receipt by the Company of the notice described in clause (2) above; and this Article 10 otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment of cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the case event of a non-payment default, the earlier an occurrence of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, events described in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectthis Section 10.04. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes The provisions of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness not apply to that effect. No non-any payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or which Section 10.02 would be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectapplicable.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any No payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principalprincipal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, at any time when (i) there is a default in the payment of the principal of, premium, if any, interest on or otherwise in respect of any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, or (ii) any other event of default occurs and is continuing with respect to any Senior Indebtedness has occurred and is continuing, or would occur as a consequence result of such payment that permits holders on the Securities or any redemption, retirement, purchase or other acquisition of any of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment defaultSecurities, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 1602, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their interests may appear, but only to the extent that effect. No non-the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment default that existed or was continuing of the amounts then due and owing on the date of delivery of any Payment Blockage Notice Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period holders of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything Without prejudice to the contrary contained in payment-in-kind interest provisions of the second paragraph of this Indenture Note, no payment on account of principal of, premium or the Notesinterest on, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment other amounts due with respect to this Note shall be made, during a single continuous period of 179 days (the Subordinated Obligations other than "Standstill Period") (ax) regularly scheduled payments of interest in respect commencing on the first date on which the Borrower and the Holder have each received written notice from the Designated Representative declaring the commencement of the Notes on Standstill Period as a non-accelerated basis, (b) regularly scheduled payments result of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) there having occurred a default in any payment of principal of, premium or interest on, or fees or other expenses incurred to the holders of the Designated Senior Indebtedness with respect to, any Designated Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) there having occurred an event of default (other than a default in the payment of amounts due thereon) with respect to any Designated Senior Indebtedness, as defined in the principalinstrument under which the same is outstanding, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable grace period with respect thereto, permitting the holders thereof to accelerate the maturity thereof, and such event of grace; default shall not have been cured or waived or shall not have ceased to exist and (y) ending on the earliest of (i) 179 days following the commencement of such period, (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which all such defaults and events of default is cured or are cured, waived or otherwise has ceased cease to exist, and (2iii) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice Designated Senior Indebtedness is received (a "Payment Blockage Period"), unless, paid in the case of either clause (1) full or otherwise discharged or (2), iv) the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods date on which the Standstill Period shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until terminated in writing by the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall beDesignated Representative, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during after which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to Borrower shall promptly resume making any and all required payments in respect of the Notesthis Note, including without limitation any missed payments. In the event that notwithstanding the provisions of this Section 7.3, unless either a the Borrower shall during the Standstill Period make any payment default is of principal of, interest on, or other amounts due with respect to this Note to the Holder after receipt by the Holder of written notice from the Designated Representative of the commencement of the Standstill Period, then such payment shall be held by the Holder in existence trust for the maturity benefit of, and shall be paid forthwith over and delivered to, the holders of any Senior Indebtedness has been accelerated(pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them after due written notice of the names of such holders and the respective amount of the indebtedness held by such holders) or their representative or representatives, and such acceleration remains in full force and effect.for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been accelerated, accelerated because of a default and such acceleration remains has not been rescinded or canceled, then, in full force either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of (or premium, if any) or interest on the Securities (including Compounded Interest and effectAdditional Sums, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). Payment Blockage Periods In the event of the acceleration of the maturity of the Securities, then no payment shall not exceed an aggregate be made by the Corporation with respect to the principal (including prepayment payments) of 179 days during (or premiums if any) or interest on the Securities (including Compounded Interest and Additional Sums, if any, or any period other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of 360 consecutive days. No default all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness shall be deemed to have been waived for purposes (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment is received by the Debenture Trustee, or any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 11.3 unless 15.02, such payment shall be held in trust for the benefit of, and until shall be paid over or delivered by the Company Debenture Trustee (if the notice required by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment of the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Debenture Trustee shall have received a written waiver from be paid to the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the The Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, not ------------------------------- make any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest upon or in respect of the Notes on a non-accelerated basisSecurities and may not otherwise purchase, redeem or otherwise retire any Securities (b) regularly scheduled payments of principal except in respect of Subordinated Reorganization Securities or from the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided trust described in Section 4.20 hereof and (e8.02) payments set forth or make any deposit described in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: 8.02 if (i) a default in the payment of the principalprincipal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company (or any other Senior Indebtedness having a principal amount at the time of determination in excess of $25,000,000) occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness or would occur as a consequence of such payment that the Company which permits holders of the Designated Senior Indebtedness of the Company as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the holders or the Representative of the holders of the Designated Senior IndebtednessIndebtedness of the Company. The Company may and shall resume payment Payments on the Notes: Securities shall be resumed (1a) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2b) in the case of a non-payment nonpayment default, upon the earlier of the date on which such other nonpayment default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")received, unless, in the case of either clause (1) or (2), unless the maturity of any the Designated Senior Indebtedness of the Company has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any No new period of 360 consecutive days. No default in respect of Senior Indebtedness shall payment blockage may be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received commenced by a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless and until 360 days have elapsed since the same shall have ceased to exist for a period effectiveness of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a immediately prior Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice Notice, unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence or the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything If there should occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws) sale of all or substantially all of the contrary contained in this Indenture or the Notesassets, neither the Company nor any Restricted Subsidiary may makedissolution, and neither the Trustee liquidation or any Holder may acceptother marshaling of the assets and liabilities of the Company, any payment or if this Note shall be declared due and payable upon the occurrence of an event of default with respect to any Senior Indebtedness, then (i) no amount shall be paid by the Subordinated Obligations other than (a) regularly scheduled payments of interest Company in respect of the Notes principal of or interest on a non-accelerated basisthis Note at the time outstanding, unless and until the principal of and interest on the Senior Indebtedness then outstanding shall be paid in full, except that the Lender shall have the right to proceed against and receive the Securities pledged by the Company as security for this Note pursuant to the Security Agreement between the Company and the Lender dated as of the same date as this Note, and (bii) regularly scheduled no claim or proof of claim shall be filed with the Company by or on behalf of the Holder of this Note that shall assert any right to receive any payments of principal in respect of the Notes principal of and interest on a non-accelerated basisthis Note, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant except subject to the terms payment in full of the Notes principal of and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders all of the Senior Indebtedness as then outstanding. If there occurs an event of default that has been declared in writing with respect to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the any Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) , or in the case of a payment default, upon the date on instrument under which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been acceleratedis outstanding, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until permitting the Company shall have received a written waiver from the holders lender of such Senior Indebtedness to that effect. No non-payment accelerate the maturity thereof, then, unless and until such event of default that existed shall have been cured or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, waived or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Noticeexist, the Company will or all Senior Indebtedness shall have been paid in full, no payment shall be obligated to resume making any and all required payments made in respect of the Notes, including without limitation any missed paymentsprincipal of or interest on this Note, unless either a payment default is in existence within 90 days after the happening of such event of default, the maturity of any such Senior Indebtedness has shall not have been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the The Company nor any Restricted Subsidiary also may make, and neither the Trustee or any Holder may accept, not make any payment with respect to of principal, premium and interest on the Subordinated Obligations other than (a) regularly scheduled payments of interest Notes upon or in respect of the Notes whether on a non-accelerated basisaccount of principal, interest, premiums or otherwise (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds other than as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b12.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder hereof) if: (i) a default in the payment of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative holders of the any such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default Default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default Default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")received, unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effectNotice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive daysNotice. Following the expiration of any period during which the Company and the Restricted Subsidiaries are is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness or any acceleration under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness or the application of the other provisions provided in this Article XII.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been acceleratedaccelerated because of a default, then, in either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of (or premium, if any) or interest on the Securities (including Compounded Interest and Additional Sums (if any) and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or otherwise). In the event of the acceleration of the maturity of the Securities, then no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of (or premium, if any) or interest on the Securities (including Compounded Interest and Additional Sums (if any) and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or otherwise) until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment shall be received by the Debenture Trustee when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness, and only the amounts specified in such notice to the Debenture Trustee shall be deemed paid to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and in the Restricted Subsidiaries pursuant to the terms payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Notes and Company, as the Indenturecase may be, (d) Note repurchases out or in the event that the maturity of Excess Proceeds any Senior Indebtedness of the Company, as provided the case may be, has been accelerated because of a default, then, in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoingeither case, no Permitted Payment may payment shall be made by the Company with respect to the principal (including redemption payments) of, or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principal, premium, if any, or interest on or Additional Amounts on, the Securities or to acquire any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or the Securities (ii) any other default occurs and is continuing except sinking fund payments made with respect to Securities acquired by the Company prior to such default). In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust) when such payment is prohibited by the preceding paragraph of this Section 1502, before all Senior Indebtedness of the Company is paid in full, or would occur as a consequence provision is made for such payment in money in accordance with its terms, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness of the Company or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, ratably according to the aggregate amount remaining unpaid on account of the principal, premium, interest or any other payment due on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, but only to the extent that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a written notice in writing within 90 days of such default (a "Payment Blockage Notice") from the Representative payment of the Senior Indebtedness. The Company may amounts then due and shall resume payment owing on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and only the amounts specified in such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice notice to the Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period holders of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness, unless and until such default shall have been cured or waived or shall have ceased to exist, and in the Restricted Subsidiaries pursuant to event that the terms maturity of the Notes and the Indentureany Senior Indebtedness has been accelerated because of a default, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, then no Permitted Payment may payment shall be made by the Company or any Restricted Subsidiary or received by with respect to the Trustee or any Holder if: principal of (i) a default in the payment of the principalincluding redemption payments, if any), premium, if any, or interest on the Securities. In the event of any default (other than a default described in the immediately preceding paragraph) by the Company under the terms of any instrument evidencing any Senior Indebtedness occurs and is Indebtedness, continuing beyond any applicable the period of grace; , if any, specified in such instrument, written notice of which default shall have been given by any holder of such Senior Indebtedness to the Trustee, unless and until the earlier of (i) such default shall have been cured or waived or shall have ceased to exist, or (ii) any other the continuation of such default occurs and is continuing for a period of one hundred eighty days after notice of the occurrence of such default shall have been given to the Trustee, no payment shall be made by the Company with respect to the principal of (including redemption payments, if any), premium, if any, or interest on the Securities. Notwithstanding anything contained herein to the contrary, so long as the Company shall be prohibited from making any payment on account of the Securities pursuant to the foregoing paragraphs, neither the Trustee nor any Holders shall take any action to (i) collect, demand payment of or accelerate any of the Securities, (ii) foreclose or otherwise realize upon any security for the Securities, (iii) initiate against the Company any proceeding under any bankruptcy, reorganization, moratorium, insolvency or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally, or (iv) exercise any of their other rights or remedies against the Company under this Indenture or otherwise, unless and until a proceeding shall have been commenced against the Company under any bankruptcy, reorganization, moratorium, insolvency or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 1202, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or would occur as a consequence their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such payment Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that permits the holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a written notice in writing within 90 days of such default (a "Payment Blockage Notice") from the Representative payment of the Senior Indebtedness. The Company may amounts then due and shall resume payment owing on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and only the amounts specified in such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice notice to the Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period holders of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture No payment (by set-off or the Notes, neither otherwise) may be made by or on behalf of the Company nor or a Guarantor, as applicable, on account of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest Obligation in respect of the Notes on a non-accelerated basisNotes, (b) regularly scheduled payments of including the principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principalof, premium, if any, or interest on the Notes (including any repurchases of Notes), or on account of the redemption provisions of the Notes for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness occurs of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is continuing beyond any applicable period duly provided for) or otherwise to the extent holders accept satisfaction of grace; amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any other default occurs and is continuing with respect to principal of, premium, if any, or interest on Senior Indebtedness of the Company or would occur as such Guarantor when it becomes due and payable, whether at maturity or at a consequence date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. Upon (i) the happening of such payment an event of default other than a Payment Default that permits the holders of the Senior Indebtedness as to which declare such default relates Senior Indebtedness to accelerate its maturity be due and the Trustee receives a payable and (ii) written notice of such event of default given to the Company and the Trustee by the holders of an aggregate of at least $5.0 million principal amount outstanding of any Senior Indebtedness or their representative (a "Payment Blockage Notice") from the Representative ), then, unless and until such event of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is has been cured or waived or otherwise has ceased to exist, and no payment (2by set-off or otherwise) in the case of a non-payment default, the earlier may be made by or on behalf of the date on Company or any Guarantor which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of obligor under such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery account of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments Obligation in respect of the Notes, including without limitation the principal of, premium, if any, or interest on the Notes, (including any missed paymentsrepurchases of any of the Notes), or on account of the redemption provisions of the Notes, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless either the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required to pay all sums not paid to the holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a payment period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is in existence on the maturity same issue of Senior Indebtedness) shall be made the basis for the commencement of any Senior Indebtedness has other Payment Blockage Period (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been accelerateda separate breach pursuant to any provision under which a prior event of default previously existed, and such acceleration remains in full force and effectshall constitute a new event of default for this purpose).

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been accelerated, accelerated because of a default and such acceleration remains has not been resined or canceled, then, in full force either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of or interest on the Securities (including Compounded Interest and effectAdditional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). Payment Blockage Periods In the event of the acceleration of the maturity of the Securities, then no payment shall not exceed an aggregate be made by the Corporation with respect to the principal (including prepayment payments) of 179 days during or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any period other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of 360 consecutive days. No default all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment shall be deemed to have been waived for purposes received by the Debenture Trustee, or any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 11.3 unless 15.2, such payment shall be held in trust for the benefit of, and until shall be paid over or delivered by the Company Debenture Trustee (if the Notice requested by Section 15.6 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment of the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Debenture Trustee shall have received a written waiver from be paid to the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been accelerated, accelerated because of a default and such acceleration remains has not been resined or canceled, then, in full force either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of or interest on the Securities (including Compounded Interest and effectAdditional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). Payment Blockage Periods In the event of the acceleration of the maturity of the Securities, then no payment shall not exceed an aggregate be made by the Corporation with respect to the principal (including prepayment payments) of 179 days during or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any period other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of 360 consecutive days. No default all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment shall be deemed to have been waived for purposes received by the Debenture Trustee, or any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 11.3 unless 15.02, such payment shall be held in trust for the benefit of, and until shall be paid over or delivered by the Company Debenture Trustee (if the Notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment of the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Debenture Trustee shall have received a written waiver from be paid to the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the The Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, shall not make any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest or distribution upon or in respect of the Notes on a non-accelerated basis, Securities (bexcept from the trust described in Article VIII) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: if (i) a default in the payment of any Obligations with respect to Designated Senior Debt of the principal, premium, if any, or interest on any Senior Indebtedness Company occurs and is continuing beyond (a "payment default") or any applicable period other default on Designated Senior Debt of grace; the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms or (ii) any a default, other default than a payment default, occurs and is continuing with respect to Designated Senior Indebtedness or would occur as a consequence Debt of such payment the Company that permits holders of the Designated Senior Indebtedness Debt of the Company as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a written notice of such default (a "Payment Blockage Notice") from a Representative for, or the Representative holders of a majority of the outstanding principal amount, of any such issue of Designated Senior IndebtednessDebt of the Company. The Company Payments on the Securities may and shall resume payment on the Notes: be resumed (1a) in the case of a payment default, upon the date on which such default is cured or waived or otherwise and, in the case of Designated Senior Debt of the Company that has ceased to existbeen accelerated, such acceleration has been rescinded, and (2b) in the case of a non-payment default, the earlier of the date on which such other non-payment default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")received, unless, in the case of either clause (1) or (2), unless the maturity of any Designated Senior Indebtedness Debt of the Company has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any No new period of 360 consecutive days. No payment blockage may be commenced on account of any non-payment default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until 360 days have elapsed since the Company shall have received a written waiver from initial effectiveness of the holders of such Senior Indebtedness to that effectimmediately prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (it being acknowledged that (x) any action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any Event of Default pursuant to any provision under which an Event of Default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice) shall constitute a new Event of Default for this purpose and (y) any breach of a financial covenant giving rise to a non-payment default for a period ending subsequent to the date of delivery of respective Payment Blockage Notice shall constitute a new event of default for this purpose) shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same such default shall have ceased to exist been cured or waived for a period of at least 60 consecutive not less than 90 days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to In the contrary contained in this Indenture or event and during the Notes, neither the Company nor continuation of any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable default by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default Corporation in the payment of the principal, premium, if any, interest or interest any other payment due on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; Indebtedness, or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), event that the maturity of any Senior Indebtedness has been accelerated, accelerated because of a default and such acceleration remains has not been rescinded or canceled, then, in full force either case, no payment shall be made by the Corporation with respect to the principal (including prepayment payments) of or interest on the Securities (including Compounded Interest and effectAdditional Sums, if any, and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof). Payment Blockage Periods In the event of the acceleration of the maturity of the Securities, then no payment shall not exceed an aggregate be made by the Corporation with respect to the principal (including prepayment payments) of 179 days during or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or any period other amounts which may be due on the Securities pursuant to the terms hereof or thereof) until the holders of 360 consecutive days. No default all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect(including any amounts due upon acceleration). No non-In the event that, notwithstanding the foregoing, any payment default that existed is received by the Debenture Trustee, or was continuing on any Securityholder, when such payment is prohibited by the date preceding paragraphs of delivery of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Debenture Trustee (if the notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Payment Blockage Notice Securityholder, to the Trustee shall beholders of Senior Indebtedness or their respective representatives, or be made, to the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of trustee or trustees under any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes indenture pursuant to a Payment Blockage Notice, the Company will be obligated to resume making which any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any such Senior Indebtedness has may have been acceleratedissued, and such acceleration remains in full force and effect.as their respective interests may appear, but only

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the The Company nor any Restricted Subsidiary also may make, and neither the Trustee or any Holder may accept, not make any payment with respect to of principal, premium and interest on the Subordinated Obligations other than (a) regularly scheduled payments of interest Notes upon or in respect of the Notes whether on a non-accelerated basisaccount of principal, interest, premiums or otherwise (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds other than as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder hereof) if: (i) a default in the payment of the principal, premium, if any, or interest on any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (ii) any other default occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative holders of the any such Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default Default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default Default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")received, unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effectNotice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive daysNotice. Following the expiration of any period during which the Company and the Restricted Subsidiaries are is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any No payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (cincluding redemption payments) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the principalof, premium, if any, or interest on the Securities may be made at any time when (i) any Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or not paid when due, (ii) any other default occurs and is continuing applicable grace period with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity has ended and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Representative of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is has not been cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period"), unless, in the case of either clause (1) or (2), iii) the maturity of any Senior Indebtedness has been acceleratedaccelerated because of a default. In the event of the acceleration of the maturity of the Securities, and then no payment shall be made by the Company with respect to the principal (including redemption payments) of or premium, if any, or interest on the Securities until the holders of all Senior Indebtedness outstanding at the time of such acceleration remains shall receive payment in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default all amounts due in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment shall be deemed to have been waived for purposes received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 11.3 unless 15.02, such payment shall be held in trust for the benefit of, and until shall be paid over or delivered to, the Company holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing, within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall have received a written waiver from be paid to the holders of such Senior Indebtedness to that effect. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectIndebtedness.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture No payment (by set-off or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (aotherwise) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by or on behalf of the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment Subsidiary, as applicable, on account of the principalprincipal of, premium, if any, or interest on the Debentures (including any repurchases of Debentures), or on account of the redemption provisions of the Debentures or any Obligation in respect of the Debentures, for cash or property, (i) upon the maturity of any Senior Indebtedness occurs of the Company or such Subsidiary, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and is continuing beyond any applicable period until all principal of, premium, if any, and the interest on and fees in respect of grace; such Senior Indebtedness are paid in full in cash or Cash Equivalents, or (ii) in the event of default in the payment of any other default occurs and is continuing with principal of, premium, if any, or interest on or fee in respect to of Senior Indebtedness of the Company or would occur such Subsidiary, as applicable, when it becomes due and payable, whether at maturity or at a consequence date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist; provided, however, that nothing in this Section shall prevent the issuance of such Secondary Debentures in lieu of a cash payment of any or all interest due on any Interest Payment Date. Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of the Senior Indebtedness as to which declare such default relates Senior Indebtedness to accelerate its maturity be due and the Trustee receives a payable and (ii) written notice of such event of default is given to the Company and the Trustee by the Senior Discount Debentures Trustee, the Senior Bank Representative or the holders of an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness or their representative (a "Payment Blockage Notice") from the Representative ), then, unless and until such event of the Senior Indebtedness. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default is has been cured or waived or otherwise has ceased to exist, and no payment (2by set-off or otherwise) may be made by or on behalf of the Company, if the Company is an obligor on such Senior Indebtedness, or any Subsidiary which is an obligor under such Senior Indebtedness on account of the principal of, premium, if any, or interest on the Debentures 124 (including any repurchases of any of the Debentures), or on account of the redemption provisions of the Debentures or any Obligation in respect of the case Debentures, in any such case; provided, however, that nothing in this Section shall prevent the issuance of Secondary Debentures in lieu of a non-cash payment defaultof any or all interest due on any Interest Payment Period. Notwithstanding the foregoing, unless the earlier Senior Indebtedness in respect of the date on which such other event of default is cured or waived or otherwise exists has ceased to exist or been declared due and payable in its entirety within 179 days after the date on which the applicable Payment Blockage Notice is received delivered as set forth above (a the "Payment Blockage Period") (and such declaration has not been rescinded or waived), unless, in at the case end of either clause (1) or (2)the Payment Blockage Period, the maturity Company and its Subsidiaries shall be required to pay all sums not paid to the Holders of the Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Debentures. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless days and until the Company shall have received a written waiver from the holders of such Senior Indebtedness to that effect. No non-payment (ii) no default that existed or was continuing on upon the date of delivery such Payment Notice or the commencement of any such Payment Blockage Notice to Period (whether or not such event of default is on the Trustee same issue of Senior Indebtedness) shall be, or be made, made the basis for a subsequent the commencement of any other Payment Blockage Notice unless the same shall have ceased to exist for a period of at least 60 consecutive days. Following the expiration of any period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effectPeriod.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture The Company may not ------------------------------ pay principal of, or the Notespremium (if any) or interest on, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries or make any deposit pursuant to the terms provisions of the Article 12 and may not otherwise purchase, ---------- redeem or otherwise retire any Notes and the Indenture, (d) Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Paymentspay the Notes"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or any Restricted Subsidiary or received by the Trustee or any Holder if: ) if (i) a default in the payment of the principal, premium, if any, or interest on any ------------- - Senior Indebtedness occurs and is continuing beyond any applicable period of grace; not paid when due in cash or Cash Equivalents or (ii) any -- other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is continuing accelerated in accordance with its terms (either such event, a "Payment Default") unless, in either case, (x) the Payment Default has been ---------------- - cured or waived and any such acceleration has been rescinded in writing or (y) - such Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided that the Company may pay the Notes without regard to the foregoing if -------- the Company and the Trustee receive written notice 117 approving such payment from the Representative for the Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. In addition, during the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Senior Indebtedness as pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity and effect such acceleration) or the Trustee receives expiration of any applicable grace period (a written notice of such default "Non-payment Default"), the Company ------------------- may not pay the Notes for the period specified as follows (a "Payment Blockage ---------------- Period"). The Payment Blockage Period shall commence upon the receipt by the ------ Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of --------------- such Non-payment Default from the Representative for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and shall end on the earliest to occur of the following events: (i) 179 days shall - have elapsed since such receipt of such Blockage Notice, (ii) the Non-payment -- Default giving rise to such Blockage Notice is no longer continuing (and no other Payment Default or Non-payment Default is then continuing), (iii) such --- Designated Senior IndebtednessIndebtedness shall have been discharged or repaid in full in cash or Cash Equivalents or (iv) such Payment Blockage Period shall have been -- terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice. The Company may and shall promptly resume payment payments on the Notes: (1) in the case of a payment default, upon the date on which including any missed payments, after such default is cured or waived or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such other default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received (a "Payment Blockage Period")Period ends, unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall have received a written waiver from the holders of such Designated Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists. Not more than one Blockage Notice may be given in any 360 consecutive day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that effectif any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. No non-payment default that existed or was continuing on In no event may the total number of days during which any Payment Blockage Period is in effect extend beyond 179 days from the date of delivery of any Payment Blockage Notice to receipt by the Trustee shall beof the relevant Blockage Notice, or and there must be made, the basis for a subsequent Payment Blockage Notice unless the same shall have ceased to exist for a 181 consecutive day period of at least 60 during any 360 consecutive days. Following the expiration of any day period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a no Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless either a payment default Period is in existence the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect.