Common use of No Payment on Securities in Certain Circumstances Clause in Contracts

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Issuer of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of Securities, including any Guarantor or deposit to acquire any the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders (except that holders of the Subsidiary Guarantees Holders may receive Defeasance Trust Payments and retain payments made from a the defeasance trust described under Article VIII so long as, 8) if (i) a default in the payment of the principal of or interest on the date Designated Senior Debt occurs and is continuing beyond any applicable period of grace or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Trustee receives a written notice of such other default is defined in (a “Payment Blockage Notice”) from the instrument creating Issuer or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to accelerate exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity thereof and if the Representative for the respective issue of any Designated Guarantor Senior Debt gives has been accelerated (and written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have such acceleration has been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt received by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment by or on behalf of the Company of principal of or interest on the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of principal of or interest on any Senior Indebtedness, whether at maturityand such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of the Senior Indebtedness. In addition, during the continuance of any other event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, upon any redemption, the occurrence of (a) receipt by acceleration the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect oftheir Representative, or regularly accruing fees with respect to(b) if such event of default results from the acceleration of the Securities, any Designated Guarantor Senior Debtthe date of such acceleration, no such payment of any kind or character shall may be made by or on behalf of any Guarantor the Company upon or any other Person on its behalf with in respect to any Obligations of the Securities for a period ("Payment Blockage Period") commencing on the Subsidiary Guarantees of any Guarantor or to acquire any earlier of the Subsidiary Guarantees date of any Guarantor for cash receipt of such notice or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, of such payments were made with respect acceleration and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting Trustee from the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice a majority of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any outstanding principal amount of the Designated Senior Subordinated Securities for cash Indebtedness or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Paymentstheir Representative who delivered such notice). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by the Trustee of the Guarantor Default Notice and only date on which such Payment Blockage Period was commenced. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No For all purposes of this paragraph, no event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the Representative holders of such Designated Guarantor Senior Debt Indebtedness or their Representative whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, or other Obligations with respect to, any Designated Guarantor Senior Debt, no payment or distribution of any kind or character shall be made by or on behalf of any Guarantor or any other Person on its behalf the Company with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire acquire, redeem or defease any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor “Default Notice"”), then, unless and until all events of default have been cured or waived or have ceased to exist or then neither the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor Company nor any other Person on either of its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire acquire, redeem or defease any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the “Blockage Period”) terminating on the earliest to occur of (1) the date all events of default with respect to the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period, or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this ARTICLE 13) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 179 days after from the receipt by date the Default Notice was delivered to the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exist for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions of the Designated Senior Debt under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest on or to purchase, redeem or defease the Securities, (except from those funds held in trust for the benefit of Holders of any Securities) pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment or purchase, by acceleration or otherwise, that continues beyond any applicable period of grace, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of, or any other Person interest on its behalf with respect or to any Obligations on purchase, redeem or defease the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article Eight hereof, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates of receipt of such notice by the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII Trustee and without violating the provisions of Article X or Article XII of this Indenture). In additionending 179 days thereafter, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders maturity of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)Indebtedness is theretofore accelerated. Notwithstanding anything herein in this subordination provision or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. However, if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (y) of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Senior Subordinated Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Senior Subordinated Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Senior Subordinated Securities may receive Defeasance Trust Payments payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Senior Subordinated Securities in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this IndentureIndenture (a "Defeasance Trust Payment")). In addition, unless Section 12.03 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Senior Subordinated Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Payment Blockage Notice and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 10.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees Senior Subordinated Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 10.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor the Company are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt of the Company (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Company of principal of, premium, if any, or interest on the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be applicablemade if, if any at the time of such payment there exists a default occurs and is continuing in the payment when due, whether at maturity, upon of all or any redemption, by acceleration or otherwise, portion of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees interest on any Designated Senior Debt (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any other event of default with respect toto (i) the Credit Facility pursuant to which the maturity thereof may be accelerated, any Designated Guarantor Senior Debtupon the occurrence of (a) receipt by the Trustee of written notice from the Credit Agent, or (b) if such event of default results from the acceleration of the Securities, the date of such acceleration, no such payment of any kind or character shall may be made by or on behalf of any Guarantor the Company upon or in respect of the Securities for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the Credit Agent), or (ii) any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event upon receipt by the Trustee of default is defined in written notice from the instrument creating trustee or evidencing such Designated Guarantor Senior Debt, permitting other representative for the holders of such Designated Guarantor Senior Debt (or the holders of at least a majority in aggregate principal amount of such other Designated Senior Debt then outstanding to accelerate outstanding), no such payment may be made by or on behalf of the maturity thereof Company upon or in respect of the Securities for a Payment Blockage Period commencing on the date of receipt of such notice and if the Representative for the respective issue of Designated Guarantor Senior Debt gives ending 119 days thereafter (unless such Payment Blockage Period shall be terminated by written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured from such trustee or waived or have ceased to exist or other representative commencing the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by the Trustee of the Guarantor Default Notice and only date on which such Payment Blockage Period was commenced. Not more than one such Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days; PROVIDED that the commencement of a Payment Blockage Period by the holders of Designated Senior Debt other than under the Credit Facility shall not bar the commencement of another Payment Blockage Period by the Credit Agent within any such period of 360 consecutive days. No event For all purposes of default this paragraph, no Event of Default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Payment Blockage Period by the Representative representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less loss than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No payment by or on behalf of the Company of the principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to individually and collectively as a "Securities Payment"), whether pursuant to the terms of the Securities or upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of notice (a "Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Designated Senior Debt, no payment of any kind or character shall Securities Payment will be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees Company, except from those funds held in trust for purposes of defeasance for the benefit of the Holders of any Guarantor or Securities to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt Notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date of the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 365 day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any 360 period of 365 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions provision under which an event of default previously existed or was continuing continuing, shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest on or to purchase, redeem or defease the Securities (except from those funds held in trust for the benefit of Holders of any Securities) pursuant to the procedures set forth in Article 8 hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment or purchase, by acceleration or otherwise, that continues beyond any applicable period of grace, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of, or any other Person interest on its behalf with respect or to any Obligations on purchase, redeem or defease the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article 8 hereof, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates of receipt of such notice by the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII Trustee and without violating the provisions of Article X or Article XII of this Indenture). In additionending 179 days thereafter, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders maturity of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)Indebtedness is theretofore accelerated. Notwithstanding anything herein in this subordination provision or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. However, if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (y) of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any kind or character Defeasance Trust Payment) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor or Securities, to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No non-payment event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees otherwise provided with respect to, any Designated Guarantor Senior Debtto the Securities of a series as contemplated by Section 2.01, no payment of any kind or character shall be made by or on behalf of any the Company or the Guarantor on account of the principal of, premium (if any) or interest on or any other Person on its behalf Additional Amounts with respect to any Obligations on the Subsidiary Guarantees Securities of any Guarantor series or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Subsidiary Guarantees of any Guarantor Holder thereof) for cash or property property, or otherwise (except that holders on account of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the any redemption provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders Securities of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of series, in the event of default to in payment of any principal of, premium (if any) or interest on any Senior Debt of the Trustee Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of maturity or otherwise (a "Guarantor Default Notice"“Payment Default”), then, unless and until all events of default have such Payment Default has been cured or waived or have otherwise has ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured discharged or waived for a period paid in full. In furtherance of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach the provisions of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period thatSection 11.02, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution11.03, any payment or distribution of assets of the Company or securities of any the Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder of Subsidiary Guarantees series at a time when such payment or distribution is was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of 11.03, then, unless such Guarantor are paid in full in cash payment or Cash Equivalentsdistribution is no longer prohibited by this Section 11.03, such payment or distribution (subject to the provisions of Section 11.08) shall be received and held in trust by the Trustee, the Paying Agent or such Holder for the benefit ofof the holders of Senior Debt of the Company or the Guarantor, and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Company or the Guarantor Senior Debt held by such holders) remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of instruments evidencing such Designated Guarantor Senior Debt of the Company or the Guarantor may have been issued, as their respective interests may appearratably, according to the aggregate amounts remaining unpaid on account of such Senior Debt of the Company or the Guarantor held or represented by each, for application to the payment of such Designated Guarantor all Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or all concurrent payment, distribution or provision therefor payments and distributions to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless (a) No direct or indirect payment by or on behalf of the Company of principal of or interest on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 12.03 shall 9.01), whether pursuant to the terms of the Securities or upon acceleration or otherwise, will be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a " Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of any Guarantor the Company on account of or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities (except payments to Holders from funds held in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative trust for the respective issue benefit of Designated Guarantor Senior Debt gives written notice of the event of default Holders pursuant to the Trustee Section 9.01), during a period (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during ") commencing on the 180 days after the date of receipt of such Payment Blockage Notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 365 day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any 360 period of 365 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds deposited in accordance with, and held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to a Net Proceeds Offer, a Change of Control Offer or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made this sentence waived by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)Senior Indebtedness. In addition, unless Section 12.03 shall be applicable, if during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, as such event and upon receipt by the Trustee of default is defined in written notice (a "Payment Blockage Notice") from the instrument creating holder or evidencing holders of such Designated Guarantor Senior Debt, permitting Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice")Indebtedness, then, unless and until all events such event of default have has been cured or waived or have has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the Trustee receives notice from benefits of these provisions have been waived by the Representative for holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by the respective issue Company of Designated Guarantor Senior Debt terminating principal of, premium, if any, or interest on the Guarantor Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, to such Holders, during a period (a "Payment Blockage Period, during ") commencing on the 180 days after the date of receipt of such notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein in this Article Eight or the Securities to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of Securities, including any Guarantor or deposit to acquire any the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders (except that holders of the Subsidiary Guarantees Holders may receive Defeasance Trust Payments and retain payments made from a the defeasance trust described under Article VIII so long as, Eight) if (i) a default in the payment of the principal of or interest on the date Designated Senior Debt occurs and is continuing beyond any applicable period of grace or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Trustee receives a written notice of such other default is defined in (a "Payment Blockage Notice") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Company) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to accelerate exist and (y) in case of a nonpayment default, the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased such period being referred to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (herein as the "Guarantor Payment Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment unless the maturity of any kind or character with respect to any Obligations on the Subsidiary Guarantees Designated Senior Debt has been accelerated (and written notice of such Guarantor or (y) acquire any of acceleration has been received by the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Issuer or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Senior Subordinated Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Senior Subordinated Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Senior Subordinated Securities may receive Defeasance Trust Payments payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Senior Subordinated Securities in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this IndentureIndenture (a "Defeasance Trust Payment")). In addition, unless Section 12.03 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Issuer nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Senior Subordinated Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Payment Blockage Notice and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 10.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Issuer of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees Senior Subordinated Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 10.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor Cadmus are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt of Cadmus (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest and Liquidated Damages, if any, on the Subsidiary Guarantees of any Guarantor or Securities, whether pursuant to acquire any the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders of Securities and instead shall be made to the Holders of Senior Indebtedness (except that holders Holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments payments made from a the defeasance trust described under Article VIII so long as, on Section 9.04) if (i) a default in the date payment of the principal of or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicablepremium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Indebtedness that permits holders of the Designated Senior Indebtedness as to which such event default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default is defined in (a "Payment Blockage Notice") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Indebtedness until all Obligations with respect to Senior indebtedness are paid in full; payments on the Securities shall be resumed (a) in the case of a payment default, upon the date on which such Designated Guarantor Senior Debt then outstanding to accelerate default is cured or waived and (b) in case of a nonpayment default, the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee of (such Guarantor Default Notice (period being referred to herein as the "Guarantor Blockage Payment Brokerage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment unless the maturity of any kind or character with respect to any Obligations on the Subsidiary Guarantees Designated Senior Indebtedness has been accelerated (and written notice of such Guarantor or (y) acquire any of acceleration has been received by the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No event of default that existed or was continuing on the date of commencement of a second Guarantor any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Designated Guarantor Senior Debt, no payment of any kind or character (except payment in Permitted Securities) shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf of the Company with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such parent) with respect to any Designated Guarantor Senior Debt, Debt (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting ) and such event of default permits the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Company and the Trustee (a "Guarantor Default NoticeDEFAULT NOTICE"), then, unless and until all events of default de- fault have been cured or waived or have ceased to exist or the Company and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Blockage PeriodBLOCKAGE PERIOD"), neither any Guarantor the Company nor any other Person on either behalf of its behalf the Company shall (x) make any payment of any kind or character (except in Permitted Securities) with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) to acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No For all purposes of this Section 10.02(a), no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest or Additional Interest on the Securities, whether pursuant to the terms of the Securities, upon ac- celeration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the bene- fits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash, no direct or indirect payment (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any kind payment or character distribution of Permitted Junior Securities) shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.78

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No direct or indirect payment (excluding any payment in, or distribution of, Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company or any Subsidiary of the Company of principal of, premium, if any any, or interest on, or other Obligations with respect to, the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase, redemption, defeasance, other purchase or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the Obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal event of default (other than a payment default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment in, or distribution of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, Permitted Junior Securities and excluding any Designated Guarantor Senior Debt, no payment of any kind or character shall Defeasance Trust Payment) will be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any interest on, or other Person on its behalf Obligations with respect to, the Securities, to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein in the subordination provisions of this Indenture or the Securities to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any 360 period of 365 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 365 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt or Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any the Company or the applicable Guarantor or any other Person on its the Company's or such Guarantor's, as the case may be, behalf with respect to any Obligations on the Subsidiary Guarantees Securities or the Guarantee of any Guarantor such Guarantor, as the case may be, or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or then neither the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the "Blockage Period") terminating on the earliest to occur of (1) the date all events of default on the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period or the benefits of this sentence are waived by 127 the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exit for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions of the Designated Senior Debt under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) by or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any kind or character Defeasance Trust Payment) shall be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor or Securities, whether pursuant to acquire any the terms of the Subsidiary Guarantees of any Guarantor for cash Securities, upon acceleration, pursuant to an Offer to Purchase or property or otherwise otherwise, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "PAYMENT BLOCKAGE PERIOD") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein in this Article Eight or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account) by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment ------- Blockage Notice" ) from the holder or holders of such Designated Senior --------------- Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any kind or character Collateral held in the Escrow Account) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article Nine hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage ---------------- Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ------ ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that days. Notwithstanding anything herein to the contrary, any subsequent action, Collateral received or otherwise obtained by any breach Holder or the Trustee upon exercise of its rights in respect thereof upon the occurrence of any financial covenants for a period commencing after the date Event of commencement of such Guarantor Blockage Period that, in either case, would give rise Default shall not be subject to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt8.02.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account) by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment ------- Blockage Notice" ) from the holder or holders of such Designated Senior --------------- Indebtedness or the trustee or agent acting on -71- behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any kind or character Collateral held in the Escrow Account) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article Nine hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to by ----------------------- the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 ending 179 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that days. Notwithstanding anything herein to the contrary, any subsequent action, Collateral received or otherwise obtained by any breach Holder or the Trustee upon exercise of its rights in respect thereof upon the occurrence of any financial covenants for a period commencing after the date Event of commencement of such Guarantor Blockage Period that, in either case, would give rise Default shall not be subject to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt8.02.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Senior Indebtedness consisting of each class of Designated Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities)) shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf of the Company with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such payment) with respect to any Designated Guarantor Senior Debt, Indebtedness (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting Indebtedness) and such event of default permits the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Company and the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or 90 -82- waived or have ceased to exist or the Company and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor the Company nor any other Person on either behalf of its behalf the Company shall (x) make any payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Senior Indebtedness consisting of each class of Designated Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities)) with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) to acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No For all purposes of this Section 10.02(a), no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness initiating such Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall No payment (including any payment which may be applicable, if any default occurs and is continuing in payable by reason of the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind other indebtedness of the Company or character any Guarantor being subordinated to the payment of the Securities or Guarantees) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities, or on account of the purchase or other acquisition of Securities or on account of the Guarantees, shall be made by the Company or any Guarantor unless full payment of amounts then due for principal of (and premium, if any), interest and any Additional Amounts, if any, on behalf all Senior Indebtedness (with respect to the Company) or all Guarantor Senior Indebtedness of such Guarantor (with respect to a Guarantor) has been made or duly provided for. No payment (including the making of any Guarantor deposit in trust with the Trustee in accordance with Section 12.01) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities or the Guarantees shall be made by the Company or any other Person on its behalf Guarantor if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist a default in the payment of principal of (and premium, if any), interest and any Additional Amounts, if any, with respect to any Obligations on the Subsidiary Guarantees of Senior Indebtedness or any Guarantor Senior Indebtedness of such Guarantor, as the case may be, or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 ii) there shall be applicable, if any other have occurred an event of default occurs (other than a default in the payment of principal of (and is continuing premium, if any), interest and any Additional Amounts, if any,) with respect to any Designated Senior Indebtedness or any Guarantor Senior DebtIndebtedness of such Guarantor, as the case may be, as defined in such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, and such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default shall not have been cured or waived or shall not have ceased to exist or exist. The foregoing provision shall not prevent the Trustee receives notice from making payments on the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by Securities from moneys or securities deposited with the Trustee pursuant to the terms of Section 12.01 if at the time such Guarantor Default Notice deposit was made or immediately after giving effect thereto the conditions in clause (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (xi) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (yii) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period this Section did not exist with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment foregoing, the Company or distribution, any Guarantor shall make any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by to the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs provisions of this Section 12.02 Section, and before all Obligations in respect of Designated Guarantor Senior Debt if such fact shall, at or prior to the time of such Guarantor are paid payment, have been made known to the Trustee or such Holder, as the case may be, then and in full in cash or Cash Equivalents, such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or and delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or forthwith to the trustee Company or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issuedGuarantor, as their respective interests the case may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtbe.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company of principal of, or premium, if any, and interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to a Change of Control Offer or Net Proceeds Offer or otherwise, shall be made to the Holders of Securities if (i) a default in the payment of the principal of, or premium, if any, and interest on Designated Senior Debt occurs and is continuing beyond any Guarantor applicable period of grace or (ii) any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Holder receives a written notice of such other default is defined in (a “Payment Blockage Notice”) from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Company) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding to accelerate are paid in full; payments on the maturity thereof Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured or waived and if (y) in case of a nonpayment default, the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee Holder (such period being referred to herein as the “Payment Blockage Period”), unless the maturity of any Designated Senior Debt has been accelerated (and written notice of such Guarantor Default Notice (acceleration has been received by the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsCompany). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt Notice shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest and Liquidated Damages, if any, on the Subsidiary Guarantees of any Guarantor or Securities, whether pursuant to acquire any the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer, a Change of any Guarantor for cash Control Offer, an offer pursuant to paragraph (b) of Section 5.01 or property or otherwise otherwise, shall be made to the Holders of Securities and instead shall be made to the Holders of Senior Indebtedness (except that holders Holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments payments made in Permitted Junior Securities or from a the defeasance trust described under Article VIII so long as, on Section 9.04) if (i) a default in the date payment of the principal of or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicablepremium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Indebtedness that permits holders of the Designated Senior Indebtedness as to which such event default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default is defined in (a "Payment Blockage Notice") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated ----------------------- Senior Indebtedness until all Obligations with respect to Senior Indebtedness are paid in full; payments on the Securities shall be resumed (a) in the case of a payment default, upon the date on which such Designated Guarantor Senior Debt then outstanding to accelerate default is cured or waived and (b) in case of a nonpayment default, the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee of (such Guarantor Default Notice (period being referred to herein as the "Guarantor Payment Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment unless the maturity of any kind or character with respect to any Obligations on the Subsidiary Guarantees ----------------------- Designated Senior Indebtedness has been accelerated (and written notice of such Guarantor or (y) acquire any of acceleration has been received by the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In Notwithstanding anything herein or in the Securities to the contrary, (x) in no event thatshall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, notwithstanding (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the foregoing provisions Securities during any period of this Section 12.02 prohibiting such 360 consecutive days. No new period of payment blockage may be commenced unless and until all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in cash. No nonpayment default that existed or distribution, any payment or distribution was continuing on the date of assets or securities delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received covenant for a period commencing after the date of receipt by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid Payment Blockage Notice, that, in full in cash or Cash Equivalentseither case, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA would give rise to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture a default pursuant to any provisions under which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, a default previously existed or was continuing shall constitute a new default for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtthis purpose).

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of, premium, if any, or interest on the Securities or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment of all or any portion of the obligations on any Senior Indebtedness, when due, the same becomes due and payable beyond any applicable period of grace whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor Securities or to acquire repurchase any of the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor for cash or property or otherwise Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given (provided that payment may thereafter be restricted if a payment event of the Guarantor Default Notice default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, (a) Neither the Issuer nor any Person on behalf of the Issuer may make any payment of any kind or character upon or in respect of the Securities (except as permitted under Article Eight of this Indenture) if any (i) a default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any the principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind Debt occurs and is continuing or character shall be made by or on behalf of any Guarantor or (ii) any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtDebt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debtcase of this clause (ii), permitting the holders Trustee receives a notice of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice")) from the -84- Representative of any Designated Senior Debt. Payments on the Securities may and shall be resumed (x) in the case of a payment default described in clause (i) above, thenupon the date on which such default is cured or waived and (y) in case of a default described in clause (ii) above, unless and until the earlier of (a) the date on which all events of default such defaults have been cured or waived waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received, (c) the date such Designated Senior Debt shall have been paid in full in cash or (d) the date such Payment Blockage Period shall have ceased been terminated by written notice to exist or the Trustee receives notice from the Representative for of the respective issue of Designated Guarantor Senior Debt terminating the Guarantor initiating such Payment Blockage Period, after which, in the case of clauses (a), (b), (c) and (d), the Issuer shall resume making any and all required payments in respect of the Securities, including any payments not made to the Holders of the Securities during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein Period due to the contraryforegoing prohibitions, unless the provisions described in no event will a Guarantor Blockage Period extend beyond 180 days after clause (i) above or the receipt by the Trustee provisions of the Guarantor Default Notice and only one such Guarantor Section 10.03 are then applicable. No new Payment Blockage Period may be commenced within any unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No event of default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period Period, that, in either case, would give rise to an event of such a default pursuant to any provisions provision under which an event of such default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration (a) No direct or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no indirect payment of any kind or character shall be made (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on non behalf of any Guarantor the Company in respect ------------------------ of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations in respect of any Guarantor for cash Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or property prepayment, acceleration or otherwise (except that otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the requisite number of holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)Designated Senior Indebtedness. In addition, unless Section 12.03 shall be applicable, if any other non- payment event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, as such event then upon and after receipt by the Trustee of default is defined in written notice (a "Payment Blockage Notice") from the instrument creating holder or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Des- ----------------------- ignated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), thenIndebtedness, unless and until all such events of default have been cured or waived or have ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the Trustee receives notice from the Representative for the respective issue benefits of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt these provisions have been waived by the Trustee requisite number of holders of such Guarantor Default Notice (the "Guarantor Blockage Period")Designated Senior Indebtedness, neither any Guarantor nor any other Person on either of its behalf shall (x) make any no direct or indirect payment of any kind or character with (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company in respect to any Obligations of principal of, premium, if any, or interest on the Subsidiary Guarantees of such Guarantor Securities or (y) to acquire any of the Senior Subordinated Securities for cash or property Securities, upon acceleration pursuant to any Offer to Purchase or otherwise to such Holders, during a period (except that holders a "Payment ------- Blockage Period") commencing on the date of receipt of such Payment Blockage --------------- Notice by the Senior Subordinated Securities may receive Defeasance Trust Payments)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged understood that any a subsequent action, act or any event that constitutes a breach of any a covenant or other provision, including breach of a financial covenants for covenant with respect to a period commencing after the date of commencement of such Guarantor Blockage Period thatsubsequent period, in either case, would give rise to an shall be considered a separate event of default pursuant to any provisions under which an from a previous act or event that constitutes a breach of default previously existed the same covenant or was continuing shall constitute a new event of default other provision for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest or Liquidated Damages, if any, on the Subsidiary Guarantees of any Guarantor or Securities, whether pursuant to acquire any the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders of Securities (except that holders Holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments and retain (I) payments made from a the defeasance trust described under Article VIII so long as, on Eight and (II) payments made from the date Escrow Account or dates from the respective amounts were paid into the trust, such payments were made with respect proceeds of any drawing under any letter of credit pursuant to the Subsidiary Guarantees Escrow Agreement) if (i) a default in accordance with the provisions payment of Article VIII and without violating the provisions principal of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicablepremium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable period of grace or (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Trustee receives a written notice of such other default is defined in (a "Payment Blockage Notice") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Company) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding to accelerate are paid in full; payments on the maturity thereof Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured or waived and if (y) in case of a nonpayment default, the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee of (such Guarantor Default Notice (period being referred to herein as the "Guarantor Payment Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment unless the maturity of any kind or character with respect to any Obligations on the Subsidiary Guarantees Designated Senior Debt has been accelerated (and written notice of such Guarantor or (y) acquire any of acceleration has been received by the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No direct or indirect payment by or on behalf of the Company of principal of, premium, if any any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when duedue of all or any portion of the obligations under or in respect of any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non- payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such ----------------------- Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of any Guarantor the Company on account of or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities (except payments to Holders from funds held in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative trust for the respective issue benefit of Designated Guarantor Senior Debt gives written notice of the event of default Holders pursuant to the Trustee Section 9.01), during a period (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during ") commencing on the 180 days after the date of receipt of such Payment ----------------------- Blockage Notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 360-day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 The Company shall be applicablenot, if directly or indirectly (other than in capital stock of the Company) pay any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration Principal of or otherwise, of any principal of, interest on, unpaid drawings for letters redeem, defease or repurchase any of credit issued the Securities (i) after any Senior Debt becomes due and payable, unless and until all such Senior Debt shall first be paid in respect offull or (ii) after a Senior Debt Payment Default, unless and until such Senior Debt Payment Default has been cured, waived, or regularly accruing fees with respect to, any Designated Guarantor Senior Debtotherwise has ceased to exist. During a Payment Blockage Period, no payment of any kind Principal of or character interest on the Securities may be made, directly or indirectly, by the Company. Unless the Senior Debt in respect of which the Senior Debt Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the Holders during the Payment Blockage Period and resume all other payments on the Securities as and when due. Defaulted Amount shall be paid in accordance with Section 2.13. Any number of Senior Debt Default Notices may be given; provided, however, that as to any issue of Senior Debt (i) not more than one Senior Debt Default Notice shall be given within a period of any [366] consecutive days, and (ii) no specific act, omission or condition that gave rise to a default that existed upon the date of such Senior Debt Default Notice (whether or not such default applies to the same issue of Senior Debt) shall be made by or on behalf the basis for the commencement of any Guarantor other Payment Blockage Period. If any Distribution, payment or any other Person on its behalf with respect deposit to any Obligations on the Subsidiary Guarantees of any Guarantor redeem, defease or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is Distribution was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of 10.03, then, unless such Guarantor are paid in full in cash or Cash EquivalentsDistribution is no longer prohibited by this Section 10.03, such payment or distribution Distribution shall be received and held in trust applied by the Trustee for the benefit ofof the holders of Senior Debt, and shall be paid over or delivered to, by the Trustee to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Senior Indebtedness consisting of each class of Designated Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities)) shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf of the Company with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such payment) with respect to any Designated Guarantor Senior Debt, Indebtedness (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting Indebtedness) and such event of default permits the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Company and the Trustee (a "Guarantor Default DEFAULT Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Company and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Blockage PeriodBLOCKAGE PERIOD"), neither any Guarantor the Company nor any other Person on either behalf of its behalf the Company shall (x) make any payment of any kind or character with respect (except (i) in Qualified Capital Stock issued by the Company to any Obligations pay interest on the Subsidiary Guarantees Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of such Guarantor interest accrued thereon or (yiii) acquire any of in securities issued by the Company which are subordinated to the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein Indebtedness at least to the contrary, in no event will same extent as the Securities and having a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect Weighted Average Life to Maturity at least equal to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.Weighted

No Payment on Securities in Certain Circumstances. Unless (a) The Company may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Subordinated Note Obligations (except that Holders of Securities may receive payments in Permitted Junior Securities or made from the defeasance trust described under Section 12.03 shall be applicable9.04) until all Obligations with respect to Senior Indebtedness have been paid in full in cash or Cash Equivalents, if any (i) a default in the payment of the principal (including reimbursement obligations in respect to letters of credit) of, premium, if any, or interest on or commitment, letter of credit or administrative fees relating to, Designated Senior Indebtedness occurs and is continuing in the payment when due, whether at maturity, upon beyond any redemption, by acceleration applicable period of grace or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor or (ii) any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Indebtedness that permits holders of the Designated Senior Indebtedness as to which such event default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default is defined in (a "PAYMENT BLOCKAGE NOTICE") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Indebtedness. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such Designated Guarantor Senior Debt then outstanding to accelerate default is cured or waived and (b) in case of a nonpayment default, the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee of (such Guarantor Default Notice (period being referred to herein as the "Guarantor Blockage PeriodPAYMENT BLOCKAGE PERIOD"), neither any Guarantor nor any other Person unless a payment default on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Designated Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)Indebtedness then exists. Notwithstanding anything herein to the contrary, in no event will a Guarantor No new Payment Blockage Period extend beyond 180 may be commenced unless and until 360 days after have elapsed since the date of receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor immediately prior Payment Blockage Period may be commenced within any 360 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have been waived or cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment or distribution by or on behalf of the Issuers or their Subsidiaries of principal of, premium, if any, or interest on, or other Obligations in respect of, the Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, or on account of any Claim shall be applicablemade and the Holders and the Trustee shall not receive, if directly or indirectly, any such payment or distribution if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwiseotherwise (and the Trustee has received written notice thereof pursuant to Section 8.06 hereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice pursuant to Section 8.06 hereof (a “Payment Blockage Notice”) from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full, no direct or indirect payment of any kind or character distribution shall be made by or on behalf of any Guarantor the Issuers or any other Person their Subsidiaries on its behalf with respect to any Obligations on the Subsidiary Guarantees account of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions Securities or on account of Article VIII and without violating the provisions of Article X any Claim or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing Obligation with respect to any Designated Guarantor Senior Debtthe Securities, as such event of default is defined except from those funds held in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt trust by the Trustee or any Paying Agent for the benefit of the Holders of any Securities, to such Holders, during a period (a “Payment Blockage Period”) commencing on the date of receipt of such Guarantor Default Payment Blockage Notice (by the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 360 day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, to the extent the holders of such Designated Senior Debt had knowledge of the same, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest on the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article Eight hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 8.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments payments from a trust described under Article VIII Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities in accordance with the provisions of Article VIII Nine and without violating the provisions of Article X Eight or Article XII Twelve of this IndentureIndenture (a "Defeasance Trust Payment")). ------------------------ In addition, unless Section 12.03 8.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage ---------------- Notice"), then, unless and until all events of default have been cured or waived ------ or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor ----------------------- any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Payment Blockage Notice and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 8.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees Securities at a time when such payment or distribution is prohibited by the first two three paragraphs of this Section 12.02 8.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor the Company are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt of the Company (PRO RATA pro rata to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issuedRepresentatives, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt or Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any the Company or the applicable Guarantor or any other Person on its the Company's or such Guarantor's, as the case may be, behalf with respect to any Obligations on the Subsidiary Guarantees Securities or the Guarantee of any Guarantor such Guarantor, as the case may be, or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or then neither the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the "Blockage Period") terminating on the earliest to occur of (1) the date all events of default have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Issuer of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of Securities, including any Guarantor or deposit to acquire any the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders (except that holders of the Subsidiary Guarantees Holders may receive Defeasance Trust Payments and retain payments made from a the defeasance trust described under Article VIII so long as, 8) if (i) a default in the payment of the principal of or interest on the date Designated Senior Debt occurs and is continuing beyond any applicable period of grace or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Trustee receives a written notice of such other default is defined in (a “Payment Blockage Notice”) from the instrument creating Issuer or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a Payment Default, upon the date on which such default is cured, waived or ceases to accelerate exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity thereof and if the Representative for the respective issue of any Designated Guarantor Senior Debt gives has been accelerated (and written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have such acceleration has been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt received by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior DebtDebt (a "Guarantor Payment Default"), no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default other than a Guarantor Payment Default (a "Guarantor Non-payment Default") occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default Guarantor Non-payment Default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders otherwise. For all purposes of the Senior Subordinated Securities may receive Defeasance Trust Paymentsthis Section 12.3(a). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default Guarantor Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period thatPeriod, that in either case, would give rise to an event of default a Guarantor Non-payment Default pursuant to any provisions under which an event of default a Guarantor Non-payment Default previously existed or was continuing shall constitute a new event of default Guarantor Non-payment Default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees Obligations with respect to, to any Designated Guarantor Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not allowed as a claim in any such proceeding), no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments and retain Permitted Junior Securities and payments from a trust described under Article VIII Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities in accordance with the provisions of Article VIII Nine and without violating the provisions of Article X Eight or Article XII Twelve of this IndentureIndenture (a "Defeasance Trust Payment")). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during the 180 179 days after the date of receipt by the Trustee of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor any other Person on either of its their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities (except in Permitted Junior Securities or Defeasance Trust Payments) or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice is delivered and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No nonpayment event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 180 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 8.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 8.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor the Company are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt of the Company (PRO RATA pro rata to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 The Company shall be applicablenot, directly or indirectly (other than in common stock of the Company) pay any principal of, or interest on, or any other amount on or in respect of the Subordinated Securities and coupons, if any, appertaining thereto, or redeem, defease or otherwise acquire any default occurs of the Subordinated Securities (i) after a Senior Indebtedness Payment Default, unless and is continuing in until such Senior Indebtedness Payment Default has been cured, waived, or otherwise has ceased to exist, or (ii) upon the acceleration of the Subordinated Securities so long as the Company has any Senior Indebtedness outstanding. During a Payment Blockage Period, no payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person amount on its behalf with or in respect to any Obligations on of the Subsidiary Guarantees of any Guarantor Subordinated Securities and coupons, if any, appertaining thereto, may be made, directly or to indirectly, by the Company nor shall the Company redeem, defease or otherwise acquire any of the Subsidiary Guarantees Subordinated Securities. Unless the Senior Indebtedness in respect of any Guarantor for cash or property or otherwise (except that which the Senior Indebtedness Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the holders of Subordinated Securities during the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, Payment Blockage Period and resume all other payments on the date or dates the respective amounts were Subordinated Securities as and when due. Defaulted Interest shall be paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions Section 307. Any number of Article VIII and without violating the provisions Senior Indebtedness Default Notices may given; provided, however, that as to any issue of Article X or Article XII of this Indenture). In addition, unless Section 12.03 Senior Indebtedness (i) not more than one Senior Indebtedness Default Notice shall be applicablegiven within a period of any 366 consecutive days, if any other event of and (ii) no specific act, omission, or condition that gave rise to a default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in that existed upon the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders date of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Indebtedness Default Notice (whether or not such default applies to the "Guarantor same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period"). If any Distribution, neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect deposit to any Obligations on the Subsidiary Guarantees of such Guarantor redeem, defease or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is Distribution was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of 1703, then, unless such Guarantor are paid in full in cash or Cash EquivalentsDistribution is no longer prohibited by this Section 1703, such payment or distribution Distribution shall be received and held in trust applied by the Trustee for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered to, by the Trustee to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) Indebtedness or their representatives, representative or representatives or to the trustee or trustees or agent or agents under any indenture pursuant to under which any instruments evidencing any of such Designated Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, issued for application to the payment of such Designated Guarantor all Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior DebtIndebtedness.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character shall be made by or on behalf of any Guarantor either of the Issuers or any other Person on its either of their behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments payments from a trust described under Article VIII Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and Securities without violating the provisions of Article X Eight or Article XII Twelve of this IndentureIndenture (a "Defeasance Trust Payment")). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtIndebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior DebtIndebtedness, permitting the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor of the Issuers nor any other Person on either of its their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice is delivered and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior DebtDebt (a "Payment Default"), no payment of any kind or of character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default other than a Payment Default (a "Non-payment Default") occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default Non-payment Default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders otherwise. For all purposes of the Senior Subordinated Securities may receive Defeasance Trust Paymentsthis Section 10.3(a). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period thatPeriod, that in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of, premium, if any, or interest on the Securities or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment of all or any portion of the obligations on any Senior Indebtedness, when due, the same becomes due and payable beyond any applicable period of grace whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such 39 Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor Securities or to acquire repurchase any of the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor for cash or property or otherwise Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given (provided that payment may thereafter be restricted if a payment event of the Guarantor Default Notice default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicableUpon the maturity of any Senior Indebtedness by lapse of time, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any unless and until all principal ofthereof, premium, if any, interest on, unpaid drawings for letters of credit issued thereon and other amounts due thereon shall first be paid in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debtfull, no payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made Company with respect to the Subsidiary Guarantees in accordance with principal of, premium, if any, interest on or other amounts owing on the provisions Securities (except that, subject to applicable law, Holders may receive Subordinated Securities of Article VIII and without violating the provisions of Article X or Article XII of this IndentureCompany). In addition, unless Section 12.03 shall be applicable, if Upon the happening of any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating payment of any principal of or evidencing such Designated Guarantor interest on or other amounts due on any Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee Indebtedness (a "Guarantor Default NoticePayment Default"), then, unless and until all events of such default shall have been cured or waived or shall have ceased to exist exist, no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Securities. Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the Trustee receives notice from the Representative for the respective issue lapse of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee time or both would become an event of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither default and including any Guarantor nor any other Person on either -48- 55 default or event of its behalf shall (x) make default which would result upon any payment of any kind or character with respect to the Securities) with respect to any Obligations Designated Senior Indebtedness, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Company and the Trustee by a holder or holders of any such Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Subsidiary Guarantees Securities during the period (the "Payment Blockage Period") commencing on the date of such Guarantor receipt of such Payment Notice and ending on the earlier of (i) the date, if any, on which such default is cured or waived or ceases to exist or (yii) acquire the date, if any, on which the Designated Senior Indebtedness to which such default relates is discharged, provided, however, that no default or event of default (other than a Payment Default) shall prevent the making of any of the Senior Subordinated Securities payment for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 more than 179 days after the receipt by Payment Notice shall have been given. Notwithstanding the Trustee foregoing, (i) not more than one Payment Notice shall be given within a period of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No , (ii) no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt Payment Notice shall be, or be made, made the basis for commencement the giving of a second Guarantor Blockage Period by the Representative of subsequent Payment Notice unless all such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event events of default shall have been cured or waived for a period of not less than 90 at least 180 consecutive days after such date, and (it being acknowledged that iii) if the Company or the Trustee receives any subsequent actionPayment Notice, a similar notice relating to or any breach arising out of any financial covenants the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Company shall resume payments of principal of, premium, if any, and interest on the Securities (i) in the case of a period commencing after Payment Default, upon the date such Payment Default is cured or waived by the holders of commencement Senior Indebtedness to which such Payment Default relates and (ii) in the case of such Guarantor Blockage Period that, in either case, would give rise to an a default or event of default pursuant (other than a Payment Default) with respect to any provisions under which an Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default previously existed is cured or was continuing shall constitute a new event (B) the expiration of default for the Payment Blockage Period with respect thereto if, in the case of this purposeclause (B), this Article Ten otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution10.02, any payment (other than a payment in the form of Subordinated Securities) with respect to the principal of, premium, if any, or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), interest on the Securities shall be made by or on behalf of the Company, and received by the Trustee or Trustee, by any Holder of Subsidiary Guarantees or by any such Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment or distribution is was prohibited by the first two paragraphs provisions of this Section 12.02 10.02, then, unless and before all Obligations in respect of Designated Guarantor Senior Debt of until such Guarantor are paid in full in cash or Cash Equivalentspayment is no longer prohibited by this Section 10.02, such payment or distribution (subject to the provisions of Section 10.06 and 10.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of, of and shall be immediately paid over or delivered to, to the holders of Designated Guarantor Senior Debt (PRO RATA Indebtedness or their Representative, ratably according to such holders the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the basis of the respective amounts of Designated Guarantor Senior Debt Indebtedness held or represented by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appeareach, for application to the payment of such Designated Guarantor all Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid Indebtedness in full in cash or Cash Equivalents accordance with its terms, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the benefit of the holders of such Designated Guarantor Senior DebtIndebtedness.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 The Company shall be applicablenot, if directly or indirectly (other than in Capital Stock of the Company) pay any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration Principal of or otherwise, of any principal of, interest on, unpaid drawings for letters redeem, defease or repurchase any of credit issued in respect ofthe Securities (i) after the issuance of a Senior Indebtedness Default Notice and such default has not been cured or waived, (ii) after a Senior Indebtedness Payment Default, unless and until such Senior Indebtedness Payment Default has been cured, waived, or regularly accruing fees with respect tootherwise has ceased to exist, or (iii) upon the acceleration of the Securities so long as the Company has any Designated Guarantor Senior DebtIndebtedness outstanding. During a Payment Blockage Period, no payment of any kind Principal of or character interest on the Securities may be made, directly or indirectly, by the Company. Unless the Senior Indebtedness in respect of which the Senior Indebtedness Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the Holders during the Payment Blockage Period and resume all other payments on the Securities as and when due. Defaulted Interest shall be paid in accordance with SECTION 3.07. Any number of Senior Indebtedness Default Notices may given; provided, however, that as to any issue of Senior Indebtedness (i) not more than one Senior Indebtedness Default Notice shall be given within a period of any 366 consecutive days, and (ii) no specific act, omission, or condition that gave rise to a default that existed upon the date of such Senior Indebtedness Default Notice (whether or not such default applies to the same issue of Senior Indebtedness) shall be made by or on behalf the basis for the commencement of any Guarantor other Payment Blockage Period. If any Distribution, payment or any other Person on its behalf with respect deposit to any Obligations on the Subsidiary Guarantees of any Guarantor redeem, defease or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is Distribution was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of SECTION 14.03, then, unless such Guarantor are paid in full in cash or Cash EquivalentsDistribution is no longer prohibited by this SECTION 14.03, such payment or distribution Distribution shall be received and held in trust applied by the Trustee for the benefit ofof the holders of Senior Indebtedness, and shall be paid over or delivered to, by the Trustee to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, Indebtedness for application to the payment of such Designated Guarantor all Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior DebtIndebtedness.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in (a) Upon the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, occurrence of any principal of, interest on, unpaid drawings for letters a Non-Payment Event of credit issued in respect of, or regularly accruing fees with respect to, any Default on Designated Guarantor Senior DebtIndebtedness, no payment or distribution of any assets or securities of either of the Issuers of any kind or character shall (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of either of the Issuers being subordinated to the payment of the Securities by either of the Issuers, but excluding any payment or distribution of Permitted Junior Securities and excluding payments from the Interest Escrow Account) may be made by or on behalf of either of the Issuers, including, without limitation, by way of set-off or otherwise, for or on account of the Securities, or for or on account of the purchase, redemption, defeasance or other acquisition of Securities, and neither the Trustee nor any Guarantor Holder or owner of any Securities shall take or receive from either of the Issuers, directly or indirectly in any manner, payment in respect of all or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any portion of the Subsidiary Guarantees of any Guarantor Securities, for cash or property or otherwise a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date of receipt by the Trustee of written notice from the Representative (as defined below) of such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under Section 8.02(b)) the earliest of (x) the date on which more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-Payment Event of Default shall have been cured or dates the respective amounts were waived in writing or shall have ceased to exist or such Designated Senior Indebtedness shall have been paid into the trust, in full or (z) such payments were made with respect Payment Blockage Period shall have been terminated by written notice to the Subsidiary Guarantees Company or the Trustee from the Representative, after which, in the case of clause (x), (y) or (z), the Issuers shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, (x) in no event shall a Payment Blockage Period commenced in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined Indenture described in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice this paragraph extend beyond 179 days from the Representative for the respective issue date of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice notice referred to above, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No Notwithstanding any other provision of this Indenture, no event of default with respect to Designated Senior Indebtedness which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to initiated by the Designated Guarantor Senior Debt Representative shall be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period initiated by the Representative of such Designated Guarantor Senior Debt Representative, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any kind or character Defeasance Trust Payment) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor or Securities, to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No non-payment event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly regu- larly accruing fees with respect to, or other Obligations with respect to, any Designated Guarantor Senior Debt, no payment or distribution of any kind or character shall be made by or on behalf of the Company or any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Securities or the Guarantees of any Guarantor or to acquire acquire, redeem or defease any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), thenthen neither the Company, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on the Subsidiary Securities or the Guarantees of such Guarantor or (y) acquire acquire, redeem or defease any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the "Blockage Period") terminating on the earliest to occur of (1) the date all events of default with respect to the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period, or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 179 days after from the receipt by date the Default Notice was delivered to the Trustee of the Guarantor Default Notice and 155 -145- only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exist for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions of the Designated Senior Debt under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character shall be made by by, or on behalf of any Guarantor of, the Company or any other Person on its or their behalf with respect to any Obligations obligations on the Subsidiary Guarantees of any Guarantor Securities, or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtIndebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior DebtIndebtedness, permitting the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of such Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor the Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect to the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after from the receipt by date the Trustee of payment on the Guarantor Default Notice Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No direct or indirect payment or distribution (excluding any payment in, or distribution of, Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company or any Subsidiary of the Company of principal of, premium, if any any, or interest on, or other Obligations with respect to, the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase, redemption, defeasance, other purchase or otherwise, will be made if, at the time of such payment or distribution, there exists a default occurs and is continuing in the payment when dueof all or any portion of the Obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal event of default (other than a payment default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment or distribution (excluding any payment in, or distribution of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, Permitted Junior Securities and excluding any Designated Guarantor Senior Debt, no payment of any kind or character shall Defeasance Trust Payment) will be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any interest on, or other Person on its behalf Obligations with respect to, the Securities, to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein in the subordination provisions of this Indenture or the Securities to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any 360 period of 365 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 365 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt or Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its or their behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event a Non-Payment Event of default Default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or then neither the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor Company nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the "Blockage Period") terminating on the earliest to occur of (1) the date all events of default have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein any other provisions of this Indenture, no Non-Payment Event of Default with respect to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default Designated Senior Debt which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to initiated by the Designated Guarantor Senior Debt Representative shall be, or be made, 102 -94- the basis for the commencement of a second Guarantor Payment Blockage Period initiated by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. In no event shall a Blockage Period extend beyond 179 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after from the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received receipt by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts Default Notice (the "Initial Blockage Period"). Any number of Designated Guarantor Senior Debt held by additional Blockage Periods may be commenced during the Initial Blockage Period; provided, however, that no such holders) or their representativesadditional Blockage Period shall extend beyond the Initial Blockage Period. After the expiration of the Initial Blockage Period, or to no Blockage Period may be commenced until at least 180 consecutive days have elapsed from the trustee or trustees or agent or agents under any indenture pursuant to which any last day of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior DebtInitial Blockage Period.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees otherwise provided with respect to, any Designated Guarantor Senior Debtto the Securities of a series as contemplated by Section 2.01, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company on account of the principal of, premium (if any) or interest on or any other Person on its behalf Additional Amounts with respect to any Obligations on the Subsidiary Guarantees Securities of any Guarantor series or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the provisions thereof at the option of the Subsidiary Guarantees of any Guarantor Holder thereof) for cash or property property, or otherwise (except that holders on account of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the any redemption provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders Securities of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of series, in the event of default to in payment of any principal of, premium (if any) or interest on any Senior Debt of the Trustee Company when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration of maturity or otherwise (a "Guarantor Default Notice"“Payment Default”), then, unless and until all events of default have such Payment Default has been cured or waived or have otherwise has ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured discharged or waived for a period paid in full. In furtherance of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach the provisions of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period thatSection 10.02, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution10.03, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), the Company shall be received by the Trustee Trustee, the Paying Agent or the Holders of Securities of any Holder of Subsidiary Guarantees series at a time when such payment or distribution is was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of 10.03, then, unless such Guarantor are paid in full in cash payment or Cash Equivalentsdistribution is no longer prohibited by this Section 10.03, such payment or distribution (subject to the provisions of Section 10.08) shall be received and held in trust by the Trustee, the Paying Agent or such Holder for the benefit ofof the holders of Senior Debt of the Company , and shall be paid over or delivered toby the Trustee, the Paying Agent or such Holders, as the case may be, to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of instruments evidencing such Designated Guarantor Senior Debt of the Company may have been issued, as their respective interests may appearratably, according to the aggregate amounts remaining unpaid on account of such Senior Debt of the Company held or represented by each, for application to the payment of such Designated Guarantor all Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or all concurrent payment, distribution or provision therefor payments and distributions to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 The Company shall be applicablenot, if directly or indirectly (other than in capital stock of the Company) pay any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration Principal of or otherwise, of any principal of, interest on, unpaid drawings for letters redeem, defease or repurchase any of credit issued the Securities (i) after any Senior Debt becomes due and payable, unless and until all such Senior Debt shall first be paid in respect offull or (ii) after a Senior Debt Payment Default, unless and until such Senior Debt Payment Default has been cured, waived, or regularly accruing fees with respect to, any Designated Guarantor Senior Debtotherwise has ceased to exist. During a Payment Blockage Period, no payment of any kind Principal of or character interest on the Securities may be made, directly or indirectly, by the Company. Unless the Senior Debt in respect of which the Senior Debt Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the Holders during the Payment Blockage Period and resume all other payments on the Securities as and when due. Defaulted Interest shall be paid in accordance with Section 307. Any number of Senior Debt Default Notices may be given; provided, however, that as to any issue of Senior Debt (i) not more than one Senior Debt Default Notice shall be given within a period of any 366 consecutive days, and (ii) no specific act, omission, or condition that gave rise to a default that existed upon the date of such Senior Debt Default Notice (whether or not such default applies to the same issue of Senior Debt) shall be made by or on behalf the basis for the commencement of any Guarantor other Payment Blockage Period. If any Distribution, payment or any other Person on its behalf with respect deposit to any Obligations on the Subsidiary Guarantees of any Guarantor redeem, defease or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is Distribution was prohibited by the first two paragraphs provisions of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of 1403, then, unless such Guarantor are paid in full in cash or Cash EquivalentsDistribution is no longer prohibited by this Section 1403, such payment or distribution Distribution shall be received and held in trust applied by the Trustee for the benefit ofof the holders of Senior Debt, and shall be paid over or delivered to, by the Trustee to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwiseotherwise (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full, no direct or indirect payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of the Holders of any Guarantor or Securities to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given and (y) in no event shall a Payment Blockage Notice be effective for purposes of this Section 17.2(a) unless and until 360 days shall have elapsed since the effectiveness of the Guarantor Default Notice and only immediately prior Payment Blockage Notice. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of Securities, including any Guarantor or deposit to acquire any the defeasance trust pursuant to Section 8.03, whether pursuant to the terms of the Subsidiary Guarantees Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of any Guarantor for cash Control Offer or property or otherwise otherwise, shall be made to the Holders (except that holders of the Subsidiary Guarantees Holders may receive Defeasance Trust Payments and retain payments made from a the defeasance trust described under Article VIII so long as, 8) if (i) a default in the payment of the principal of or interest on the date Designated Senior Debt occurs and is continuing beyond any applicable period of grace or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if (ii) any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Trustee receives a written notice of such other default is defined in (a “Payment Blockage Notice”) from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Company) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to accelerate exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the maturity thereof and if the Representative for the respective issue of any Designated Guarantor Senior Debt gives has been accelerated (and written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have such acceleration has been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt received by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsTrustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect Notice to the Designated Guarantor Senior Debt Trustee shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No direct or indirect payment by or on behalf of the Company of principal of, premium, if any any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when duedue of all or any portion of the obligations under or in respect of any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non- payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such ----------------------- Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of any Guarantor the Company on account of or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities (except payments to Holders from funds held in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative trust for the respective issue benefit of Designated Guarantor Senior Debt gives written notice of the event of default Holders pursuant to the Trustee Section 9.01), during a period (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during ") commencing on the 180 days after the date of receipt of such Payment ------------------------ Blockage Notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 360-day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Securities or to repurchase any of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment of all or any portion of the obligations on any Senior Indebtedness, when due, the same becomes due and payable beyond any applicable period of grace whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the Company or any holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment of any kind or character shall be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor Securities or to acquire repurchase any of the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor for cash or property or otherwise Securities pursuant to the procedures set forth in Article Eight hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given (provided that payment may thereafter be restricted if a payment event of the Guarantor Default Notice default has occurred), (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 The Company shall be applicablenot, if directly or indirectly (other than in capital stock of the Company) pay any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal Principal of, interest onredeem, unpaid drawings for letters of credit issued in respect of, defease or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire repurchase any of the Subsidiary Guarantees of Securities (i) after any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof becomes due and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), thenpayable, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or first be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents(ii) after a Senior Debt Payment Default, unless and until such Senior Debt Payment Default has been cured, waived or otherwise has ceased to exist. During a Payment Blockage Period, no payment of any Principal on the Securities may be made, directly or indirectly, by the Company. Unless the Senior Debt in respect of which the Senior Debt Default Notice has been given has been declared due and payable in its entirety within the Payment Blockage Period, at the end of the Payment Blockage Period, the Company shall pay all sums not paid to the Holders during the Payment Blockage Period and resume all other payments on the Securities as and when due. Any number of Senior Debt Default Notices may be given; provided, however, that, as to any issue of Senior Debt, (i) not more than one Senior Debt Default Notice shall be given within a period of any 366 consecutive days, and (ii) no specific act, omission or condition that gave rise to a default that existed upon the date of such Senior Debt Default Notice (whether or not such default applies to the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period. If any Distribution, payment or deposit to redeem, defease or acquire any of the Securities shall have been received by the Trustee at a time when such Distribution was prohibited by the provisions of this Section 9.03, then, unless such Distribution is no longer prohibited by this Section 9.03, such payment or distribution Distribution shall be received and held in trust applied by the Trustee for the benefit of, of the holders of Senior Debt and shall be paid over or delivered to, by the Trustee to the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds deposited in accordance with, and held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company of principal of, premium if any, or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any kind or character Defeasance Trust Payment) shall be made by or on behalf of any Guarantor the Company of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees of any Guarantor or Securities, whether pursuant to acquire any the terms of the Subsidiary Guarantees of any Guarantor for cash or property Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable(a) No direct or indirect payment, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment deposit or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any Defeasance Trust payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of, or interest (including, Additional Interest) on, or any other obligation in respect of, the Securities, whether pursuant to the terms of the Securities, upon acceleration, by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to herein, individually and collectively, as a "Securities Payment"), shall be received by made if, at the Trustee time of such Securities Payment, there exists a default (a "Payment Default") in the payment when due of all or any Holder portion of Subsidiary Guarantees at a time when such payment the obligations under or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of any Designated Guarantor Senior Debt, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such Payment Default shall not have been cured or waived. In addition, during the continuance of any default or event of default (other than a Payment Default) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, no Securities Payment may be made by or on behalf of the Company for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such Guarantor are paid default or event of default from the holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, (ii) by discharge or repayment in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have or (iii) because the default or event of default giving rise to such Payment Blockage Notice has been issuedcured, as their respective interests may appear, for application waived or ceased to exist). Subject to the payment provisions of the first sentence of this Section, the Company may resume payments on the Securities after such Payment Blockage Period. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Guarantor Senior Debt remaining unpaid until all initiating such Designated Guarantor Senior Debt has been paid in full in cash Payment Blockage Period may be, or Cash Equivalents after giving effect to any prior or concurrent paymentbe made, distribution or provision therefor to or the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of not less than 90 consecutive days.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, or other Obligations with respect to, any Designated Guarantor Senior Debt, no payment or distribution of any kind or character shall be made by or on behalf of the Company or any Guarantor or any other Person on its behalf with respect to any Obligations on the Subsidiary Securities or the Guarantees of any Guarantor or to acquire acquire, redeem or defease any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), thenthen neither the Company, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on the Subsidiary Securities or the Guarantees of such Guarantor or (y) acquire acquire, redeem or defease any of the Senior Subordinated Securities for cash or property or otherwise for a period of time (except that holders the "Blockage Period") terminating on the earliest to occur of (1) the date all events of default with respect to the applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist and the Company and the Trustee receive written notice thereof from the Representative for the applicable issue of Designated Senior Debt, (2) the Trustee receives written notice from the Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period, or the benefits of this sentence are waived by the Representative for the applicable issue of Designated Senior Debt, (3) the applicable issue of Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents or (4) the expiration of the Senior Subordinated Securities may receive Defeasance Trust Payments)180-day consecutive period commencing on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the Company shall (to the extent not otherwise prohibited by this Article Twelve) promptly resume making all payments on the Securities, including all payments not made during such Blockage Period. Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 179 days after from the receipt by date the Default Notice was delivered to the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within after a period of 360 consecutive days, unless such event of default shall have been cured or waived or ceased to exist for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions of the Designated Senior Debt under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicableNo direct or indirect payment by or on behalf of the Company of principal of, premium, if any any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when duedue of all or any portion of the obligations under or in respect of any Designated Senior Debt, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders ----------------------- of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of any Guarantor the Company on account of or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities (except payments to Holders from funds held in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative trust for the respective issue benefit of Designated Guarantor Senior Debt gives written notice of the event of default Holders pursuant to the Trustee Section 9.01), during a period (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Payment Blockage Period, during ") commencing on the 180 days after the date of receipt of such Payment ----------------------- Blockage Notice by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days after the receipt by the Trustee of the Guarantor Default Notice and only in any 360-day period during which no Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents8.02(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application but only to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect extent that, upon notice from the Trustee to any prior or concurrent payment, distribution or provision therefor to or for the holders of Designated Senior Debt that such prohibited payment has been made, the holders of the Designated Guarantor Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Senior Indebtedness consisting of each class of Designated Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities)) shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf of the Company with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture)otherwise. In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such payment) with respect to any Designated Guarantor Senior Debt, Indebtedness (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting Indebtedness) and such event of default permits the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Company and the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Company and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Blockage PeriodPeriod (as defined below), during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor the Company nor any other Person on either behalf of its behalf the Company shall (x) make any payment of any kind or character with respect (except (i) in Qualified Capital Stock issued by the Company to any Obligations pay interest on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, issued in no event will a Guarantor Blockage Period extend beyond 180 days after the receipt by the Trustee of the Guarantor Default Notice and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust exchange for the benefit ofSecurities, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA ii) in securities substantially identical to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.the

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if any default occurs and is continuing in the (a) No direct or indirect payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company of principal of, or premium, if any, and interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to a Change of Control Offer or Net Proceeds Offer or otherwise, shall be made to the Holders of Securities if (i) a default in the payment of the principal of, or premium, if any, and interest on Designated Senior Debt occurs and is continuing beyond any Guarantor applicable period of grace or (ii) any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, Debt that permits holders of the Designated Senior Debt as to which such event default relates to accelerate its maturity and the Holder receives a written notice of such other default is defined in (a "PAYMENT BLOCKAGE NOTICE") from the instrument creating Company or evidencing such Designated Guarantor Senior Debt, permitting the holders of any Designated Senior Debt (with a copy to the Company) until all Obligations with respect to such Designated Guarantor Senior Debt then outstanding to accelerate are paid in full; payments on the maturity thereof Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured or waived and if (y) in case of a nonpayment default, the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice earlier of the event of date on which such nonpayment default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 179 days after the receipt date on which the applicable Payment Blockage Notice is received by the Trustee of Holder (such Guarantor Default Notice (period being referred to herein as the "Guarantor Blockage PeriodPAYMENT BLOCKAGE PERIOD"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment unless the maturity of any kind or character with respect to any Obligations on the Subsidiary Guarantees Designated Senior Debt has been accelerated (and written notice of such Guarantor or (y) acquire any of acceleration has been received by the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust PaymentsCompany). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice in respect thereof was given and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt Notice shall be, or be made, the basis for commencement of a second Guarantor subsequent Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt of such Guarantor Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debt.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Issuers of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the Obligations on any Designated Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full, no direct or indirect payment (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any kind payment or character distribution of Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Issuers of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of the Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise Article Nine, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice and only in respect thereof was given. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing default or event of default) may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest on the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be applicablemade if, if any at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior DebtIndebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice" ) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such 39 Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of any Guarantor the Company of principal of or any other Person on its behalf with respect to any Obligations interest on the Subsidiary Guarantees Securities, except from those funds held in trust for the benefit of Holders of any Guarantor or Securities pursuant to acquire any of the Subsidiary Guarantees of any Guarantor for cash or property or otherwise procedures set forth in Article Eight hereof, to such Holders, during a period (except that holders of the Subsidiary Guarantees may receive Defeasance Trust Payments from a trust described under Article VIII so long as, "Payment Blockage Period") commencing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees in accordance with the provisions of Article VIII and without violating the provisions of Article X or Article XII of this Indenture). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders receipt of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180 days after the receipt by the Trustee of such Guarantor Default Notice (the "Guarantor Blockage Period"), neither any Guarantor nor any other Person on either of its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments)and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event will shall a Guarantor Payment Blockage Period extend beyond 180 179 days after from the receipt by date the Trustee Payment Blockage Notice in respect thereof was given, (y) there shall be a period of the Guarantor Default Notice at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 and before all Obligations in respect of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt remaining unpaid until all such Designated Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior Debtdays.

No Payment on Securities in Certain Circumstances. Unless Section 12.03 shall be applicable, if If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Guarantor Senior DebtIndebtedness, no payment of any kind or character shall be made by or on behalf of any Guarantor the Company or any other Person on its behalf with respect to any Obligations on the Subsidiary Guarantees of any Guarantor Securities or to acquire any of the Subsidiary Guarantees of any Guarantor Securities for cash or property or otherwise (except that holders of the Subsidiary Guarantees Securities may receive Defeasance Trust Payments payments from a trust described under Article VIII Nine so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Subsidiary Guarantees Securities in accordance with the provisions of Article VIII Nine and without violating the provisions of Article X Eight or Article XII Twelve of this IndentureIndenture (a "Defeasance Trust Payment"). In addition, unless Section 12.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtIndebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior DebtIndebtedness, permitting the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Guarantor Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Payment Blockage Period, during the 180 days after the receipt by the Trustee delivery of such Guarantor Default Payment Blockage Notice (the "Guarantor Payment Blockage Period"), neither any Guarantor the Company nor any other Person on either of its their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Subsidiary Guarantees of such Guarantor Securities or (y) acquire any of the Senior Subordinated Securities for cash or property or otherwise (except that holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Notwithstanding anything herein to the contrary, in no event will a Guarantor Payment Blockage Period extend beyond 180 days after from the receipt by date the Trustee of the Guarantor Default Payment Blockage Notice is delivered and only one such Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness shall be, or be made, the basis for commencement of a second Guarantor Payment Blockage Period by the Representative of such Designated Guarantor Senior Debt Indebtedness whether or not within a 66 67 period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). In the event that, notwithstanding the foregoing provisions of this Section 12.02 8.02 prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Subsidiary Guarantees Securities at a time when such payment or distribution is prohibited by the first two paragraphs of this Section 12.02 8.02 and before all Obligations in respect of Designated Guarantor Senior Debt Indebtedness of such Guarantor the Company are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Guarantor Senior Debt Indebtedness of the Company (PRO RATA pro rata to such holders on the basis of the respective amounts of Designated Guarantor Senior Debt Indebtedness held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Designated Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Designated Guarantor Senior Debt Indebtedness remaining unpaid until all such Designated Guarantor Senior Debt Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Designated Guarantor Senior DebtIndebtedness.