Common use of No Payment When Senior Indebtedness in Default Clause in Contracts

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.317.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.317.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 17.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived in writing by the holders of such Senior Indebtedness), or shall have ceased (b) any default (other than a payment default) with respect to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, occurs and is continuing that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on the SecuritiesSecurities or on account of the redemption, and redemptions, purchases purchase or other acquisitions may be made by or on behalf acquisition of the IssuersSecurities (including pursuant to Articles 2, 11, 12 and 13). Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the Securities may resume and the Company may acquire Securities for cash when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default described in (b) above, 179 or more days pass after the Senior Indebtedness Default Notice is received by the Company; provided, that the terms of this Indenture otherwise permit the payment or acquisition of the Securities at that time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 14.03(a). In addition, no payment may be made on the Securities if any Securities are declared due and known payable prior to their Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 120 days after the date of such notice and acceleration or (Bii) no new Payment Blockage Period may be commenced by the holder or holders payment in full of all Senior Indebtedness, but only if such payment is then otherwise permitted under the same issue terms of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysthis Indenture. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of Securities prohibited by the foregoing provisions of this Section 16.314.03, payments are made and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers in contravention of Trustee or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessCompany. The provisions of this Section 14.03 shall not apply to any payment with respect to which Section 16.2 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 84 The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event (i) and during the continuation of any default in this Indenture the payment of principal of, premium, if any, or interest on any Senior Indebtedness, whether at the date of a required payment, maturity, upon mandatory purchase, redemption or otherwise, or (ii) that any other default with respect to any Senior Indebtedness shall have occurred and be continuing, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the contrary notwithstanding, no Securities Payment payment of the Securities) shall be made by the Company on account of the principal of or premium, if any, or interest on the Securities or on behalf account of the Issuers purchase, redemption or other acquisition of Securities (x) in the case of any default described in clause (i) above, unless full payment of amounts then due for principal and interest and of all other obligations then due on all until the Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness default relates is issued, any default, which default shall not have been cured discharged or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section 1204(a), and (y) in the case of any default specified in clause (ii) above, from the date the Company or the Trustee receives written notice of such default (a "Senior Default Notice") from the (1) the lender(s) under the Credit Facility if such default relates to the Credit Facility, or (2) the holders of at least 25% in principal amount of the kind or category of Senior Indebtedness to which such default relates shall have been discharged or any representative of such holders if such default does not relate to the Credit Facility, until the earlier of (A) 180 days after such date or (B) 180 days from the receipt date, if any, on which the Senior Indebtedness to which such default relates is discharged or such default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents shall have waived the Payment Blockage Noticebenefits of this Section 1204(a); provided, however, that nothing in this Section not more than one Senior Default Notice shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days days, regardless of the number of defaults specified in clause (ii) above with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving during such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable360-day period.

No Payment When Senior Indebtedness in Default. Anything In the event and during the continuation of any default in this Indenture the payment of principal of (or premium, if any) or interest on any Designated Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default (other than a default in the payment of principal of, or premium, if any, or interest on Senior Indebtedness) with respect to any Designated Senior Indebtedness shall have occurred and be continuing, permitting the contrary notwithstanding, no Securities Payment shall be made by holders of such Designated Senior Indebtedness (or a trustee on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Designated Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable (a "SENIOR INDEBTEDNESS DEFAULT"), and upon written notice of such event default to the Trustee and the Company by any holder of default such Designated Senior Indebtedness or its representative ("Payment Notice") then, unless and until such Designated Senior Indebtedness Default shall have been cured or waived in writing, or shall have ceased to exist or the Senior Indebtedness to exist, no payment (including any payment which such default relates shall have been discharged or (B) 180 days from the receipt may be payable by reason of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction payment of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior other indebtedness of the Company being subordinated to the acceleration payment of any such default listed in (ithe Notes) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or and interest on all Notes (including, but not limited to, the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days Redemption Price with respect to the same Notes called for redemption in accordance with Section 3.2 or the Repurchase Price of any Notes submitted for repurchase in accordance with Section 15.2) or on account of the purchase or other acquisition of Notes shall be made, nor may the Company pay cash with respect to the purchase price or upon conversion of any Notes (other than cash in lieu of fractional shares) PROVIDED, that nothing in the above-described provision will prevent the making of any payment in respect of the Notes for a period of more than 120 days after the date such written notice of default is given, unless the maturity of the Designated Senior Indebtedness has been accelerated, in which case no payment on the Notes may be made until such acceleration has been waived or such Designated Senior Indebtedness has been paid in full. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of 181 consecutive days, (ii) no event of default and that existed or was continuing on the date of any other events Payment Notice (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the giving of a subsequent Payment Notice, and (iii) if the Company or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time Indebtedness) shall not be effective for purposes of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysthis Section 4.3. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or any Noteholder prohibited by the foregoing provisions of this Section 16.34.3, payments are and if such fact shall then have been made by or on behalf known to a Responsible Officer of the Issuers in contravention of Trustee or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeNoteholder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessCompany. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 4.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event (i) and during the continuation of any default in this Indenture the payment of principal of, premium, if any, or interest on any Senior Indebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment redemption or otherwise, or (ii) that any other default with respect to any Senior Indebtedness shall have occurred and be continuing, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the contrary notwithstanding, no Securities Payment payment of the Securities) shall be made by the Company on account of the principal of or premium, if any, or interest on the Securities or on behalf account of the Issuers purchase, redemption or other acquisition of Securities (x) in the case of any default described in subclause (i) above, unless full payment of amounts then due for principal and interest and of all other obligations then due on all until the Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness default relates is issued, any default, which default shall not have been cured discharged or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section 1204(a), and (y) in the case of any default specified in clause (ii) above, from the date the Company or the Trustee receives written notice of such default (a "Senior Default Notice") from the (1) the agent for the lenders under the Credit Facility if such default relates to the Credit Facility or any replacement thereof, or (2) holders of at least 25% in principal amount of the kind or category of Senior Indebtedness to which such default relates shall have been discharged or any representative of such holders if such default does not relate to the Credit Facility or any replacement thereof, until the earlier of (A) 180 days after such date or (B) 180 days from the receipt date, if any, on which the Senior Indebtedness to which such default relates is discharged or such default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents shall have waived the Payment Blockage Noticebenefits of this Section 1204(a); provided, however, that nothing in this Section not more than one Senior Default Notice shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days days, regardless of the number of defaults with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving during such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable360-day period.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Partnership or the Guarantor (iif the Securities are Guaranteed Securities)(i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersPartnership. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31703, payments are made by or on behalf of the Issuers Partnership or the Guarantor (if the Securities are Guaranteed Securities) in contravention of the provisions of this Section 16.31703, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1702 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to (a) In the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers event (i) unless full that during the continuation of any default in the payment of amounts then due principal of, premium, if any, interest on, unpaid drawings for principal and interest and letter of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisitioncredit in respect of, or immediately after giving effect theretoregularly accruing fees with respect to, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, whether at the time date of such a required payment, maturity, upon mandatory prepayment, redemption, purchase by declaration or otherwise, or (ii) that any other acquisition, the Trustee shall have received written notice from default with respect to any Designated Senior Indebtedness that permits the holder or holders of any such Designated Senior Indebtedness to accelerate its maturity shall have occurred and be continuing, then no payment of any kind or their representative or representatives character (a “Payment Blockage Notice”including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount except payments of such Senior Indebtedness interest then due and payableowing on the Securities through (x) the issuance of additional Securities in an aggregate principal amount equal to the interest then due and owing, but only for Qualified Preferred Stock (as defined in the period (the “Payment Blockage Period”) commencing Credit Facility as in effect on the date of receipt hereof) with a liquidation preference equal to the interest then due and owing or Common Stock and/or (y) options, warrants or other rights to acquire any such Qualified Preferred Stock and/or Common Stock, shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to or on account of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) Obligations on the earlier Securities or on account of the purchase, redemption or other acquisition of Securities (A) in the date on which case of any default described in subclause (i) above, unless and until such event of default shall have been cured or waived or shall have ceased to exist and (B) in the case of any default specified in clause (ii) above, during the period ("Payment Blockage Period") commencing on the date the Company or the Trustee receives written notice of such default (a "Senior Default Notice") from the Representative of the Designated Senior Indebtedness to which such default relates shall have been discharged or and ending on the earliest of (BX) 180 days from after such date, (Y) the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premiumdate, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf which all defaults of the Issuerstype described in clause (ii) above with respect to then outstanding Designated Senior Indebtedness shall have been cured or waived or shall have ceased to exist and (Z) the date, if any, on which the Trustee shall have received a notice from the Representative for such Designated Senior Indebtedness rescinding the Senior Default Notice. Notwithstanding anything herein to the contrary, (A) in no event will a Payment Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new 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 Payment Blockage Period with respect to the Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holder or holders Representative of the same issue of such Designated Senior Indebtedness whether or their representative or representatives during any not within a period of 360 consecutive days days, unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other such event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, shall have been cured or waived for a period of at least not less than 90 consecutive days. In days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the event date of commencement of such Payment Blockage Period that, notwithstanding the provisions in either case, would give rise to an event of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), default pursuant to any provisions under which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, an event of default previously existed or was continuing shall constitute a new event of default for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicablepurpose).

No Payment When Senior Indebtedness in Default. Anything in this Indenture (a) The Company may not make any payment of or distribution with respect to the contrary notwithstandingSubordinated Obligations nor may the Company acquire, no Securities Payment shall be made by defease or on behalf of the Issuers redeem any Debentures if (i) unless full a payment of amounts then due for principal and interest and of all other obligations then due default on all any Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness occurred and is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending continuing with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived in writing by the holders of such Senior Indebtedness); or shall have ceased (ii) a default (other than a default referred to exist or in the preceding clause (i)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to which accelerate the maturity thereof and the default is the subject of judicial proceedings or the Trustee receives a written notice of default thereof from any person who may give such default relates shall have been discharged notice pursuant to the instrument evidencing or document governing such Senior Indebtedness (B) 180 days from the receipt of the Payment Blockage a "Senior Indebtedness Default Notice"); provided, however, that nothing in this Section shall prevent the satisfaction only a holder of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired more than $10,000,000 of Senior Indebtedness (upon redemption or otherwisea representative of holders who collectively hold more than $10,000,000 of Senior Indebtedness) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage can provide a Senior Indebtedness Default Notice. Upon termination of If the Company receives a Payment Blockage PeriodSenior Indebtedness Default Notice, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect then a similar notice received within nine months thereafter relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing shall not be effective for purposes of this Section 4.03. The Company may resume payment on the Debentures and known may acquire Debentures if and when (x) the default referred to in clause (i) or (ii) of the person giving such notice at preceding paragraph above is cured or waived in writing or ceases to exist; or (y) in the time case of such notice and a default referred to in clause (Bii) no new Payment Blockage Period may be commenced of the preceding paragraph, 179 or more days pass after the receipt by the holder or holders Company of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Default Notice, and this Article 4 otherwise permits the payment or acquisition at that time. Nothing contained in this Article 4 or elsewhere in this Indenture or in any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention Debentures shall prevent the conversion by a holder of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full Debentures into Common Stock in accordance with the terms provisions for conversion of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of Debentures set forth in this Section shall not apply to any payment with respect to which Section 16.2 would be applicableIndenture.

No Payment When Senior Indebtedness in Default. Anything In the event and during the continuation of any default by the Company in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and principal, premium, interest and of all or any other obligations then payment due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issuedof the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that the maturity of any Senior Indebtedness of the Company, as the case may be, has been accelerated because of a default, which default shall not have been cured or waived and which default shall have resulted in the full amount event that any other event has occurred and is continuing on the basis of such Senior Indebtedness being declared due and payable or (iii) if, at which the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness may accelerate the maturity thereof or their representative or representatives demand payment in full, then, in any such case, no payment shall be made by the Company with respect to the principal (a “Payment Blockage Notice”including redemption and sinking fund payments) that there exists under such Senior Indebtednessof, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of Securities until such default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been is cured or waived or ceases to exist or any such acceleration or demand for a period of at least 90 consecutive dayspayment has been rescinded. In the event that, notwithstanding the provisions foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.31504, such payments payment shall be [paid over or delivered to the Company] [held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and or delivered to, the holders of Senior Indebtedness or their representative respective representatives, or to the trustee or trustees under the any indenture or other agreement (if any), pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid but only to the extent necessary to pay all that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in full in accordance with the terms writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness, after giving effect Indebtedness and only the amounts specified in such notice to any concurrent payment or distribution the Trustee shall be paid to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable].

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived in writing by the holders of such Senior Indebtedness), or shall have ceased (b) any default (other than a payment default) with respect to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, occurs and is continuing that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on the Securities, and redemptions, purchases or other acquisitions may be made by Securities or on behalf account of all other amounts payable under the IssuersSecurities. Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the Securities may resume and the Company may acquire Securities for cash or property when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default described in (b) above, 179 or more days pass after the Senior Indebtedness Default Notice is received by the Company. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 13.03(a). In addition, no payment may be made on the Securities if any Securities are declared due and known payable prior to their Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default resulting from the time acceleration of the maturity of any Senior Indebtedness until the earlier of (i) 120 days after the date of such notice and acceleration or (Bii) no new Payment Blockage Period may be commenced by the holder or holders payment in full of all Senior Indebtedness, but only if such payment is then otherwise permitted under the same issue terms of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysthis Indenture. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of Securities prohibited by the foregoing provisions of this Section 16.313.03 before all Senior Indebtedness is paid in full, payments are or effective provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers Trustee or, as the case may be, such Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 13.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over to and delivered to, forthwith to the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtednessfull, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 13.03 shall not apply to any payment with respect to which Section 16.2 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers Neither Alderwoods nor any Subsidiary Guarantor may pay any Subordinated Indebtedness if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Payment Default occurs with respect to any Senior Indebtedness has been made (and such default is not cured or duly provided for pursuant to waived in accordance with the express terms (if any) of the instrument governing instruments and agreements (as the case may be) evidencing such Senior Indebtedness) or would occur upon making such payment on Subordinated Indebtedness or (ii) any Non-Payment Default occurs with respect to any Senior Indebtedness and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (and such acceleration is not rescinded in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness), in either case, unless such Senior Indebtedness is Paid In Full. In addition (and without limiting the preceding sentence), following the occurrence of any Non-Payment Default with respect to any Designated Senior Indebtedness (or if a Non-Payment Default with respect to any Designated Senior Indebtedness would occur upon making such payment on Subordinated Indebtedness) which permits the holder or holders of such Designated Senior Indebtedness to accelerate the maturity thereof, upon the receipt by the Trustee and Alderwoods of written notice (a "PAYMENT BLOCKAGE NOTICE") from a Senior Trustee or the Agent Bank, neither the Trustee nor Alderwoods may pay any Subordinated Indebtedness during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of such receipt by the Trustee and Alderwoods of such written notice and ending on the earliest of (i) the date on which such Non-Payment Default shall have been cured or waived in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Designated Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which all such event of default shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness to which such default relates shall have been discharged or and Paid In Full, and (Biii) 180 days from the 180th day after the date of the receipt by the Trustee and Alderwoods of the such written notice. Any number of such Payment Blockage NoticeNotices may be given; providedPROVIDED that notwithstanding any other provision of this Indenture, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during within any period consecutive 360-day period, (ii) a Payment Blockage Notice shall be deemed to include notice of 360 consecutive days with respect all other Non-Payment Defaults under such indenture or instrument that are actually known by the Senior Trustee or the Agent Bank, as applicable, to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice be continuing at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default specified in such Payment Blockage Notice (each such specified or other known event of default, a "CONTINUING NON-PAYMENT DEFAULT"), and (iii) no Continuing Non-Payment Default that existed or was continuing on the same issue date of Senior Indebtedness existing and known to delivery of any Payment Blockage Notice may be the person giving basis for a subsequent Payment Blockage Notice unless such notice at the time of such notice, Continuing Non-Payment Default shall have been cured or waived for a period of at least not less than 90 consecutive days. In the event thatIf, notwithstanding the foregoing, Alderwoods or a Subsidiary Guarantor makes any payment to the Trustee or the Holder of any Subordinated Note prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by the Trustee or any such Holder for the appropriate holders of such Senior Indebtedness, and if such facts shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms appropriate holders of such Senior Indebtedness, after giving effect to any concurrent payment Indebtedness until the amounts of such Senior Indebtedness then due are paid in full or distribution to or for the holders of Senior Indebtednessprovision made therefor. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived in writing by the holders of such Senior Indebtedness), or shall have ceased (b) any default (other than a payment default) with respect to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, occurs and is continuing that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period"SENIOR INDEBTEDNESS DEFAULT NOTICE"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest (including Liquidated Damages, if any) on the Securities, and redemptions, purchases or other acquisitions may be made by Securities or on behalf account of all other amounts payable under the IssuersSecurities. Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the same event Securities may resume, and the Company may acquire Securities for cash or property, when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 13.03, 179 or more days pass after the Senior Indebtedness Default Notice is received by the Company. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within one year thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness, shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 13.03(a). In addition, no payment may be made on the Securities if any Securities are declared due and payable prior to their Stated Maturity by reason of the occurrence of an Event of Default resulting from the acceleration of the maturity of any Senior Indebtedness existing and known until the earlier of (i) 120 days after the date of such acceleration of the maturity of the Securities or (ii) the payment in full of all Senior Indebtedness in cash or other consideration satisfactory to the person giving such notice at the time holders of such notice and (B) no new Payment Blockage Period may be commenced by Senior Indebtedness, but only if such payment is then otherwise permitted under the holder or holders terms of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysthis Indenture. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of Securities prohibited by the foregoing provisions of this Section 16.313.03 before all Senior Indebtedness is paid in full, payments are or effective provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers Trustee or, as the case may be, such Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 13.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over to and delivered to, forthwith to the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtednessfull, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 13.03 shall not apply to any payment with respect to which Section 16.2 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived or shall have ceased to exist or in writing by the holders of such Senior Indebtedness to which such Indebtedness), including any payment default relates shall have been discharged or (B) 180 days arising from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any Senior Indebtedness, or (b) any default (other than a payment default) with respect to Senior Indebtedness occurs and is continuing that permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on (including Liquidated Damages, if any) the Securities or on account of all other amounts payable under the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the same event Securities may resume, and the Company may acquire Securities for cash or property, when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 13.03, 179 or more days pass after the Senior Indebtedness Default Notice is received by the Company, provided that the terms hereof otherwise permit such payment or acquisition of Securities at such time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness existing Indebtedness, shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 13.03(a). In addition, no payment may be made on the Securities, in respect of principal, premium, interest (including Liquidated Damages, if any) or any other amount, and known no acquisition of Securities for cash or property may be effected, if any Securities are declared due and payable prior to their Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 120 days after the date of such notice and acceleration of the maturity of the Securities or (Bii) no new Payment Blockage Period the payment in full of all Senior Indebtedness, provided that such payment or acquisition of Securities may be commenced by made then only if the holder terms hereof otherwise permit such payment or holders acquisition of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving Securities at such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daystime. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of Securities prohibited by the foregoing provisions of this Section 16.313.03 before all Senior Indebtedness is paid in full, payments are or effective provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers Trustee or, as the case may be, such Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 13.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over to and delivered to, forthwith to the holders of such Senior Indebtedness remaining unpaid or their representative or representatives, ratably on account of the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appearheld by them, for application to the payment of all Senior Indebtedness remaining unpaid thereof to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 13.03 shall not apply to any payment with respect to which Section 16.2 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full In the event of and during the continuation of any default in the payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all any Senior Indebtedness has been made of any Guarantor beyond any applicable grace period with respect thereto, or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at in the time event that any other event of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant default with respect to which any Senior Indebtedness is issued, of any default, which default shall not have been cured or waived and which default Guarantor shall have resulted in occurred and be continuing that permits the full amount holders of such Senior Indebtedness being declared due and payable (or (iii) if, at the time a trustee on behalf of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”holders) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on payable prior to the date on which it would otherwise have become due and payable either without further notice or upon the expiration of receipt any grace period applicable to such event of the Payment Blockage Notice default, and ending (unless earlier terminated by written notice thereof shall have been given to each of such Guarantor and the Trustee by the Holders trustee or representative for, or the holders of at least a majority of the principal amount of the Senior Indebtedness of such Senior IndebtednessGuarantor (the "Payment Notice"), then no payment shall be made by such Guarantor in respect of its Guarantee including on account of the principal of (or premium, if any) or interest on the earlier Securities or on account of the purchase or redemption or other acquisition of Securities until (Ax) the date on which in case of an event of default described in clause (i), unless and until such payment event of default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section, or (y) in case of any event of default specified in clause (ii), until the earlier of (1) 179 days after the date on which a Payment Notice shall have been given and (2) the date, if any, on which such event of default is waived by the holders of such Senior Indebtedness or otherwise cured or has ceased to exist or the Senior Indebtedness to which such event of default relates shall have been is discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, provided that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect further written notice relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of specified in clause (ii) above with respect to any Senior Indebtedness existing and known received by such Guarantor or the Trustee within 12 months after such prior receipt of a Payment Notice shall not be effective to the person giving further prohibit such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayspayments). In the event that, notwithstanding the foregoing, any Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are made by or on behalf of the Issuers then and in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant forthwith to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessGuarantor. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 302 would be applicable. Section 304. PAYMENT PERMITTED IF NO DEFAULT. Nothing in this Article or elsewhere in the Indenture or in any Guarantee or in any of the Securities shall prevent any Guarantor, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 302 or under the conditions described in Section 303, from making payments at any time under its Guarantee, including of principal of (and premium, if any) or interest on the Securities.

No Payment When Senior Indebtedness in Default. Anything in this Indenture (a) The Company may not make any payment of or distribution with respect to the contrary notwithstandingSubordinated Obligations nor may the Company acquire, no defease or redeem any Securities Payment shall be made by or if (a) a payment default on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness occurred and is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending continuing with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived in writing by the holders of such Senior Indebtedness); or shall have ceased (b) a default (other than a default referred to exist or in the preceding clause (a)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to which accelerate the maturity thereof and the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such default relates shall have been discharged notice pursuant to the instrument evidencing or document governing such Senior Indebtedness (B) 180 days from the receipt of the Payment Blockage a "Senior Indebtedness Default Notice"); provided, however, that nothing in this Section shall prevent the satisfaction only a holder of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired more than $10 million of Senior Indebtedness (upon redemption or otherwisea representative of holders who collectively hold more than $10 million of Senior Indebtedness) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage can provide a Senior Indebtedness Default Notice. Upon termination of If the Company receives a Payment Blockage PeriodSenior Indebtedness Default Notice, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect then a similar notice received within nine months thereafter relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing shall not be effective for purposes of this Section 12.3. The Company may resume payment on the Securities and known may acquire Securities if and when (i) the default referred to the person giving such notice at the time of such notice and in clause (Ba) no new Payment Blockage Period may be commenced by the holder or holders (b) of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been paragraph above is cured or waived for in writing or ceases to exist; or (ii) in the case of a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf default referred to in clause (b) of the Issuers in contravention preceding paragraph, 179 or more days pass after the receipt by the Company of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to Default Notice; and this Article XII otherwise permits the payment or acquisition at that time. Nothing contained in this Article XII or elsewhere in this Indenture or in any of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the terms provisions for conversion of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of Securities set forth in this Section shall not apply to any payment with respect to which Section 16.2 would be applicableIndenture.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived or shall have ceased to exist or in writing by the holders of such Senior Indebtedness to which such Indebtedness), including any payment default relates shall have been discharged or (B) 180 days arising from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any Senior Indebtedness, or (b) any default (other than a payment default) with respect to Senior Indebtedness occurs and is continuing that permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on (including Liquidated Damages, if any) the Securities or on account of all other amounts payable under the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the same event Securities may resume, and the Company may acquire Securities for cash or property, when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 13.03, 179 or more days pass after the Senior Indebtedness Default Notice is received by the Company, provided that the terms hereof otherwise permit such payment or acquisition of Securities at such time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness existing Indebtedness, shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 13.03(a). In addition, no payment may be made on the Securities, in respect of principal, premium, interest (including Liquidated Damages, if any) or any other amount, and known no acquisition of Securities for cash or property may be effected, if any Securities are declared due and payable prior to their Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 120 days after the date of such notice and acceleration of the maturity of the Securities or (Bii) no new Payment Blockage Period the payment in full of all Senior Indebtedness, provided that such payment or acquisition of Securities may be commenced by made then only if the holder terms hereof otherwise permit such payment or holders acquisition of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving Securities at such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daystime. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or any Holder of Securities prohibited by the foregoing provisions of this Section 16.313.03 before all Senior Indebtedness is paid in full, payments are or effective provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers Trustee or, as the case may be, such Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 13.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over and ----- delivered forthwith to and delivered to, the holders of such Senior Indebtedness remaining unpaid or their representative or representatives, ratably on account of the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appearheld by them, for application to the payment of all Senior Indebtedness remaining unpaid thereof to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 13.03 shall not apply to any payment with ----- respect to which Section 16.2 13.02 would be applicable.. -----

No Payment When Senior Indebtedness in Default. Anything (a) In the event (i) and during the continuation of any default in this Indenture the payment of principal of, premium, if any, or interest on any Senior Indebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment redemption or otherwise, or (ii) that any other default with respect to any Senior Indebtedness shall have occurred and be continuing, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the contrary notwithstanding, no Securities Payment payment of the Securities) shall be made by the Company on account of the principal of or premium, if any, or interest on the Securities or on behalf account of the Issuers purchase, redemption or other acquisition of Securities (x) in the case of any default described in subclause (i) above, unless full payment of amounts then due for principal and interest and of all other obligations then due on all until the Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness default relates is issued, any default, which default shall not have been cured discharged or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section 1203(a), and (y) in the case of any default specified in clause (ii) above, during the period ("Payment Blockage Period") commencing on the date the Company or the Trustee receives written notice of such default (a "Senior Default Notice") from the (1) the agent for the lenders under the Credit Facility if such default relates to the Credit Facility or any replacement thereof, or (2) holders of at least 25% in principal amount of Designated Senior Indebtedness to which such default relates shall have been discharged or any representative of such holders if such default does not relate to the Credit Facility or any replacement thereof, and ending on the earlier of (A) 180 days after such date or (B) 180 days from the receipt date, if any, on which the Senior Indebtedness to which such default relates is discharged or such default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents shall have waived the Payment Blockage Noticebenefits of this Section 1203(a); provided, however, that nothing in this Section not more than one Senior Default Notice shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days days, regardless of the number of defaults with respect to the same Designated Senior Indebtedness during such 360-day period. For all purposes of this Section 1203, no event of default and any other events of default which existed or was continuing on the same issue date of Senior Indebtedness existing and known to the person giving such notice at the time commencement of such notice and (B) no new any Payment Blockage Period may with respect to any Designated Senior Indebtedness shall be, or be commenced made, the basis for the commencement of a second Payment Blockage Period by the holder holders (or holders any agent or other representative thereof) of the same issue of such Designated Senior Indebtedness whether or their representative or representatives during any not within a period of 360 consecutive days days, unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other such event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, shall have been cured or waived for a period of at least not less than 90 consecutive days. In days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the event date of commencement of such Payment Blockage Period that, notwithstanding the provisions in either case, would give rise to an event of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), default pursuant to any provisions under which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, an event of default previously existed or was continuing shall constitute a new event of default for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicablepurpose).

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers The Company may not pay any Subordinated Indebtedness if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Payment Default occurs with respect to any Senior Indebtedness has been made (and such default is not cured or duly provided waived in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness) or would occur upon making such payment on Subordinated Indebtedness, (ii) any Non- Payment Default occurs with respect to any Senior Indebtedness and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (and such acceleration is not rescinded in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness), or (iii) any judicial proceedings shall be pending with respect to any Payment Default or Non-Payment Default. In addition (and without limiting the preceding sentence), following the occurrence of any Non-Payment Default with respect to any Designated Senior Indebtedness (or if a Non-Payment Default with respect to any Designated Senior Indebtedness would occur upon making such payment on Subordinated Indebtedness), upon the receipt by the Trustee of written notice from the holder of such Designated Senior Indebtedness or any agent for pursuant any such holder (including, with respect to the Amended Credit Agreement, the Agent Bank), neither the Trustee nor the Company may pay any Subordinated Indebtedness during the period (the "Payment Blockage Period") commencing on the date of such receipt by the Trustee of such written notice and ending on the earliest of (i) the date on which such Non-Payment Default shall have been cured or waived in accordance with the express terms (if any) of the instrument governing instruments and agreements (as the case may be) evidencing such Designated Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to date on which any all Designated Senior Indebtedness is issued, any default, which default shall not have been cured or waived discharged and which default shall paid in full in cash and all Commitments have resulted in the full amount of such Senior Indebtedness being declared due been fully and payable or finally terminated, and (iii) if, at the time 180th day after the date of the receipt by the Trustee of such paymentwritten notice; any number of such notices may be given. Notwithstanding any other provision of this Indenture, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of only one Payment Blockage Period may be commenced within any consecutive 365-day period and no Non-Payment Default with respect to Designated Senior Indebtedness that existed or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing was continuing on the date of receipt the commencement of the any Payment Blockage Notice and ending (Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least not less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by any such Holder for the holders of Senior Indebtedness, and if such facts shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant forthwith to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In ---------------------------------------------- the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived or shall have ceased to exist or in writing by the holders of such Senior Indebtedness to which such Indebtedness), including any payment default relates shall have been discharged or (B) 180 days arising from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any Senior Indebtedness, or (b) any default (other than a payment default) with respect to Senior Indebtedness occurs and is continuing that permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on this Security or on account of all other amounts payable under this Security. Notwithstanding the Securitiesforegoing, payments with respect to this Security may resume, and redemptionsthe Company may acquire this Security for cash or property, purchases or other acquisitions may be made by or on behalf of when (x) the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days default with respect to the same event Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 9.03, 179 or more days pass after the Senior Indebtedness Default Notice is ---- received by the Company, provided that the terms hereof otherwise permit such payment or acquisition of this Security at such time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness existing Indebtedness, shall not be effective to prevent the payment or acquisition of this Security as described in the first sentence of this Section 9.03(a). In addition, no payment may be ------- made on this Security, in respect of principal, premium, interest or any other amount, and known no acquisition of this Security for cash or property may be effected, if this Security is declared due and payable prior to its Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 120 days after the date of such notice and acceleration of the maturity of this Security or (Bii) no new Payment Blockage Period the payment in full of all Senior Indebtedness, provided that such payment or acquisition of this Security may be commenced by made then only if the holder terms hereof otherwise permit such payment or holders acquisition of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving this Security at such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daystime. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Holder prohibited by the foregoing provisions of this Section 16.39.03 before all Senior Indebtedness is paid in full, payments are or effective ---- provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf of the Issuers foregoing paragraph shall have been actually given to the Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 9.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over to ---- and delivered to, forthwith to the holders of such Senior Indebtedness remaining unpaid or their representative or representatives, ratably on account of the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appearheld by them, for application to the payment of all Senior Indebtedness remaining unpaid thereof to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 9.03 shall not apply to any payment with ---- respect to which Section 16.2 9.02 would be applicable.. ----

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture the payment of principal (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the contrary notwithstanding, no Securities Payment shall be made by holders of such Senior Indebtedness (or a trustee on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which and such default relates acceleration shall have been discharged rescinded or annulled, or (Bb) 180 days from in the receipt event any judicial proceeding shall be pending with respect to any such default in payment or event of default; then no payment (including any payment which may be payable by reason of the Payment Blockage Noticepayment of any other indebtedness of the Company being subordinated to the payment of the Securities and any coupons appertaining thereto) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities and any coupons appertaining thereto; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof Twelve by delivery delivering and crediting pursuant to Section 12.2 1202 Securities and any coupons appertaining thereto which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysconverted pursuant to Article Thirteen. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security and any coupons appertaining thereto prohibited by the foregoing provisions of this Section 16.3Section, payments are and if such fact shall then have been made by or on behalf of known to the Issuers in contravention of Trustee or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment Company for the benefit of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1402 would be applicable. -82- 91 Section 1405. Payment Permitted if No Knowledge of Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any insolvency or bankruptcy case or proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 1402 or under the conditions described in Section 1403 or 1404, from making payments at any time of principal of (and premium, if any) or interest on the Securities, or (b) the application by the Trustee or the retention thereof by the Holders of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities if, at the time of such application, a Responsible Officer of the Trustee had not received written notice of any event that would have prohibited such payment under the provisions of this Article.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Partnership (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersPartnership. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers Partnership in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything In the event and during the continuation of any default by the Guarantor in this Indenture to the contrary notwithstandingpayment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Guarantor, as the case may be, beyond any applicable grace period with respect thereto, or in the event that the maturity of any Senior Indebtedness of the Guarantor, as the case may be, has been accelerated because of a default, then, in any such case, no Securities Payment payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant Guarantor with respect to the terms of the instrument governing Guarantees until such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness default is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased ceases to exist or any such acceleration or demand for payment has been rescinded. No payment shall be made with respect to the Guarantees if a default, other than a payment default, on Senior Indebtedness occurs and is continuing that then permits the lenders to which such default relates shall have been discharged or (B) 180 days from accelerate its maturity and the receipt Convertible Debenture Guarantee Trustee receives a notice of the default (a "Payment Blockage Notice; provided, however, that nothing in this Section shall prevent ") from the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to Guarantor. If the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of Trustee receives any Payment Blockage Notice. Upon termination of a , no subsequent Payment Blockage PeriodNotice shall be effective for purposes of this Section unless and until (a) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (b) all scheduled payments on account of principal ofprincipal, premium, if any, or and interest on the Securities, and redemptions, purchases Convertible Debentures that have come due have been paid in full in cash. No nonpayment default that existed or other acquisitions may be made by or was continuing on behalf the date of the Issuers. Notwithstanding anything herein to the contrary, (A) only one delivery of any Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event Convertible Debenture Guarantee Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Guarantor may make payments in respect of the Guarantees upon the earlier of: (x) the date upon which the default and any other events is cured or waived or ceases to exist or (y) 179 days pass after a Payment Blockage Notice is received by the Trustee if the maturity of default on the same issue of Senior Indebtedness existing and known to has not been accelerated, unless this Section 6.4 otherwise prohibits the person giving such notice payment or distribution at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder payment or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysdistribution. In the event that, notwithstanding the provisions foregoing, any payment shall be received by the Convertible Debenture Guarantee Trustee when such payment is prohibited by the preceding paragraphs of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.36.4, such payments payment shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and or delivered to, the holders of Senior Indebtedness or their representative respective representatives, or to the trustee or trustees under the any indenture or other agreement (if any), pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid but only to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of the Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) The Company may not make any payment of the Principal Amount, Restated Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Change in this Indenture Control Purchase Price, Liquidated Damages or cash interest in respect of the Securities nor may the Company pay cash with respect to the contrary notwithstanding, no Put Price or acquire any Securities Payment shall be made by for cash or on behalf property (except as otherwise provided in Article XI and other than for Common Stock of the Issuers Company) if (ia) unless full a payment of amounts then due for principal and interest and of all other obligations then due default on all any Senior Indebtedness has been made occurred and is continuing beyond any applicable grace period with respect thereto; or duly provided for (b) a default (other than a default referred to in the preceding clause (a)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the Stated Maturity thereof and the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the terms of the instrument evidencing or document governing such Senior Indebtedness, (ii) if, at . If the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of Company receives any such notice (except for a notice received relating solely to a default listed referred to in clause (ia) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of above), then a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect similar notice received within nine months thereafter relating to the same event of default and any other events of default on the same issue of Senior Indebtedness existing shall not be effective for purposes of this Section 12.3. The Company may resume payment on the Securities and known may acquire Securities if and when (i) the default referred to the person giving such notice at the time of such notice and in clauses (Ba) no new Payment Blockage Period may be commenced by the holder or holders (b) of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been paragraph above is cured or waived for in writing or ceases to exist; or (ii) in the case of a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf default referred to in clause (b) of the Issuers in contravention preceding paragraph, 179 or more days pass after the receipt by the Company of the provisions notice described in clause (b) of the preceding paragraph; and this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to Article XII otherwise permits the payment or acquisition at that time. Nothing contained in this Article XII or elsewhere in this Indenture or in any of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the terms provisions for conversion of such Senior IndebtednessSecurities set forth in this Indenture, after giving effect to including the payment of cash in lieu of fractional shares of Common Stock in accordance with Article XIII, or in any concurrent payment or distribution to or for of such Securities in the holders event of Senior Indebtedness. The provisions an occurrence of the events described in this Section shall not apply to any payment with respect to which Section 16.2 would be applicable12.3.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture the payments of principal of or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and the contrary notwithstanding, no Securities Payment shall be made by holders of such Senior Indebtedness (or an agent on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which and such default relates acceleration shall have been discharged rescinded or annulled, or (Bb) 180 days from in the receipt event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the Payment Blockage Noticepayment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or that on and after the 90th day after such default on Senior Indebtedness, payments hereunder to Securityholders may resume; (ii) directly above nothing herein shall prevent or prior to receipt delay the Agent or Holders, as the case may be, from commencing the exercise of their legal rights and remedies arising from any Payment Blockage Notice. Upon termination Event of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, Default; and redemptions, purchases or other acquisitions (iii) there may not be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given more than two payment blockages hereunder during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days12 month period. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Agent or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are and if such fact shall then have been made by or on behalf of known to the Issuers in contravention of Agent or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment Company for the benefit of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived or shall have ceased to exist or in writing by the holders of such Senior Indebtedness to which such Indebtedness), including any payment default relates shall have been discharged or (B) 180 days arising from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any Senior Indebtedness, or (b) any default (other than a payment default) with respect to Senior Indebtedness occurs and is continuing that permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on the Securities, and redemptions, purchases or other acquisitions may be made by Securities or on behalf account of all other amounts payable under the IssuersSecurities. Notwithstanding anything herein to the contraryforegoing, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days payments with respect to the same event Securities may resume, and the Company may acquire Securities for cash or property, when (x) the default with respect to the Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 13.03, 179 or more days pass after the Senior Indebtedness Default Notice is ----- received by the Company, provided that the terms hereof otherwise permit such payment or acquisition of Securities at such time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness existing Indebtedness, shall not be effective to prevent the payment or acquisition of the Securities as described in the first sentence of this Section 13.03(a). In addition, no -------- payment may be made on the Securities, in respect of principal, premium, interest or any other amount, and known no acquisition of Securities for cash or property may be effected, if any Securities are declared due and payable prior to their Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 75 days after the date of such notice and acceleration of the maturity of the Securities or (Bii) no new Payment Blockage Period the payment in full of all Senior Indebtedness, provided that such payment or acquisition of Securities may be commenced by made then only if the holder terms hereof otherwise permit such payment or holders acquisition of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving Securities at such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daystime. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of Securities prohibited by the foregoing provisions of this Section 16.313.03 before all Senior Indebtedness is ----- paid in full, payments are or effective provisions made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf the foregoing paragraph shall have been actually given to a Responsible Officer of the Issuers Trustee or, as the case may be, such Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 13.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over and ----- delivered forthwith to and delivered to, the holders of such Senior Indebtedness remaining unpaid or their representative or representatives, ratably on account of the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appearheld by them, for application to the payment of all Senior Indebtedness remaining unpaid thereof to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 13.03 shall not apply to any payment with ----- respect to which Section 16.2 13.02 would be applicable.. -----

No Payment When Senior Indebtedness in Default. Anything in this Indenture to In the contrary notwithstandingevent that any Senior Payment Default (as defined below) shall have occurred, then no Subordinated Securities Payment shall be made by or on behalf made, nor shall any property of the Issuers (i) unless full payment Issuer or any Subsidiary of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant the Issuer be applied to the terms purchase, acquisition, retirement or redemption of the instrument governing Subordinated Securities, unless and until such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default Default shall have been cured or waived in writing or shall have ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness (including amounts that have become and remain due by acceleration) shall have been paid in full in cash. "Senior Payment Default" means any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness when due, whether at the Stated Maturity of any such payment or by declaration of acceleration, call for redemption, mandatory payment or prepayment or otherwise. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Issuer and the Trustee of written notice of such Senior Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee or representative thereof), no Subordinated Securities Payment shall be made, nor shall any property of the Issuer or any Subsidiary of the Issuer be applied to the purchase, acquisition, retirement or redemption of the Subordinated Securities, during the period (the "Payment Blockage Period") commencing on the date of such receipt of such written notice and ending (subject to any blockage of payments that may then or thereafter be in effect as the result of any Senior Payment Default) on the earlier of (i) the date on which the Senior Indebtedness to which such default Senior Nonmonetary Default relates shall have been is discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.Nonmonetary Default shall

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtednesspremium, (ii) if, at the time of such payment, redemption, purchase or other acquisitionif any, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which interest on any Senior Indebtedness is issuedbeyond any applicable grace period with respect thereto, or in the event that any default, which event of default with respect to any Senior Indebtedness shall not have been cured or waived occurred and which default be continuing and shall have resulted in the full amount of such Senior Indebtedness becoming or being declared due and payable or (iii) if, at prior to the time of such payment, redemption, purchase or other acquisition, the Trustee shall date on which it would otherwise have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness become due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice unless and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which until such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which and such default relates acceleration shall have been discharged rescinded or annulled, or (Bb) 180 days from in the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section event any judicial proceeding shall prevent the satisfaction of any sinking fund payment in accordance be pending with Article 12 hereof by delivery and crediting pursuant respect to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in payment or event of default, then no payment (i) or (ii) directly above or prior to receipt including any payment which may be payable by reason of the payment of any Payment Blockage Notice. Upon termination other indebtedness of a Payment Blockage Period, payments the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of, of or premium, if any, or interest on the Securities or on account of the purchase or other acquisition of Securities, and redemptionsfor a period of 180 days after any such occurrence the Holders shall, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contraryextent permitted by law, (A) only one Payment Blockage Notice may be given during prohibited from making any period of 360 consecutive days bankruptcy filing with respect to the same event Company or from filing suit to enforce their rights under this Indenture (provided, however, that if any such default is cured, waived or shall otherwise --------- ------- cease to exist, or such proceeding shall be terminated, prior to the expiration of default and any other events such 180-day period, as shall be acknowledged in writing by the holder(s) of default on a majority in interest of the same issue of Senior Indebtedness existing and known with respect to the person giving which such notice at the time of default or proceeding relates, then such notice and (B) no new Payment Blockage Period may be commenced by the holder prohibition shall terminate on such earlier date as such default is cured, waived or holders of the same issue of Senior Indebtedness otherwise ceases to exist or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysproceeding is terminated). 77 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are and if such fact shall, at or prior to the time of such payment, have been made by known to the Trustee or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the HoldersHolder, as applicablethe case may be, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessCompany. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1202 would be applicable.

No Payment When Senior Indebtedness in Default. Anything In the event and during the continuation of any default by the Company in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and principal, premium, interest and of all or any other obligations then payment due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issuedof the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because of a default, which default shall not have been cured or waived and which default shall have resulted in the full amount event that any other event has occurred and is continuing on the basis of such Senior Indebtedness being declared due and payable or (iii) if, at which the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness may accelerate the maturity thereof or their representative or representatives demand payment in full, then, in any such case, no payment shall be made by the Company with respect to the principal (a “Payment Blockage Notice”including redemption and sinking fund payments) that there exists under such Senior Indebtednessof, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of Securities until such default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been is cured or waived or ceases to exist or any such acceleration or demand for a period of at least 90 consecutive dayspayment has been rescinded. In the event that, notwithstanding the provisions foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.31504, such payments payment shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and or delivered to, the holders of Senior Indebtedness or their representative respective representatives, or to the trustee or trustees under the any indenture or other agreement (if any), pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid but only to the extent necessary to pay all that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in full in accordance with the terms writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness, after giving effect Indebtedness and only the amounts specified in such notice to any concurrent payment or distribution the Trustee shall be paid to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.317.3, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.317.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 17.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to Upon the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders maturity of any Senior Indebtedness of the Company by lapse of time, acceleration or their representative otherwise, all principal thereof (and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1702 above, and all other amounts due on or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtednesswith respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any agreement pursuant payment, directly or indirectly, is made by the Company on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to which such any Senior Indebtedness of the Company, as defined therein or in the instrument under which it is issued, any default, which default shall not have been cured or waived, outstanding permitting the holders thereof to declare accelerate the full amount of such Senior Indebtedness due maturity thereof, then, unless and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which until such event of default shall have been cured or waived or shall have ceased to exist exist, no payment shall be made by the Company, directly or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt indirectly, on account of the Payment Blockage Noticeprincipal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons; provided, however, that nothing in this Section -------- ------- shall prevent the satisfaction of any sinking fund payment in 104 accordance with Article 12 hereof Thirteen by delivery delivering and crediting pursuant to Section 12.2 1302 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) payment or (ii) directly above or prior to receipt of any Payment Blockage Noticeother default. Upon termination In the event of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days default with respect to any Senior Indebtedness, the same event of default and any other events of default on Company may not elect the same issue of Senior Indebtedness existing and known to Cash Settlement Option or the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysStock Settlement Option. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are and if such fact shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of Trustee or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessCompany. The provisions of this Section 1703 shall not apply to any payment with respect to which Section 16.2 1702 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.316.03, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.316.03, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative representative(s) or the trustee trustee(s) under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which 85 93 such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by The Company may not make any payment upon or on behalf with respect of the Issuers Notes (except in Junior Securities) if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Payment Default occurs with respect to any Senior Indebtedness has been made (and such default is not cured or duly provided for pursuant to waived in accordance with the express terms (if any) of the instrument governing instruments and agreements (as the case may be) evidencing such Senior Indebtedness) or would occur upon making such payment on the Notes, (ii) the Trustee has received a written notice (a "Payment Blockage Notice") that any Non-Payment Default has occurred and is continuing with respect to any Senior Indebtedness that permits the maturity of such Senior Indebtedness to be accelerated in accordance with its terms (and such acceleration is not rescinded in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness), or (iii) any judicial proceedings shall be pending with respect to any Payment Default or Non-Payment Default. In addition (and without limiting the preceding sentence), following the occurrence of any Non-Payment Default with respect to any Senior Indebtedness (or if a NonPayment Default with respect to any Senior Indebtedness would occur upon making such payment on the Notes), upon the receipt by the Trustee of the Payment Blockage Notice, neither the Trustee nor the Company may pay any amounts under the Notes during the period (the "Payment Blockage Period") commencing on the date of such receipt by the Trustee of such written notice and ending on the earliest of (i) the date on which such Non-Payment Default shall have been cured or waived in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to date on which any all Senior Indebtedness is issued, any default, which default shall not have been cured or waived discharged and which default shall paid in full in cash and all commitments have resulted in the full amount of such Senior Indebtedness being declared due been fully and payable or finally terminated, and (iii) if, at the time 120th day after the date of the receipt by the Trustee of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under , any number of such Senior IndebtednessPayment Blockage Notices may be given. Notwithstanding any other provision of this Indenture, or only one Payment Blockage Period may be commenced within any agreement pursuant consecutive 360-day period and no Non-Payment Default with respect to which such Senior Indebtedness is issued, any default, which default shall not have been cured that existed or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing was continuing on the date of receipt the commencement of the any Payment Blockage Notice and ending (Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period, whether or not within a period of 360 consecutive days, unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 not less than 180 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the holder of any security prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by any such holder for the holders of Senior Indebtedness, and if such facts shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant forthwith to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section 11.4 shall not apply to any payment with respect to which Section 16.2 11.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers Neither LGII nor any Subsidiary Guarantor may pay any Subordinated Indebtedness if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Payment Default occurs with respect to any Senior Indebtedness has been made (and such default is not cured or duly provided for pursuant to waived in accordance with the express terms (if any) of the instrument governing instruments and agreements (as the case may be) evidencing such Senior Indebtedness) or would occur upon making such payment on Subordinated Indebtedness or (ii) any Non-Payment Default occurs with respect to any Senior Indebtedness and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (and such acceleration is not rescinded in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness), in either case, unless such Senior Indebtedness is Paid In Full. In addition (and without limiting the preceding sentence), following the occurrence of any Non-Payment Default with respect to any Designated Senior Indebtedness (or if a Non-Payment Default with respect to any Designated Senior Indebtedness would occur upon making such payment on Subordinated Indebtedness) which permits the holder or holders of such Designated Senior Indebtedness to accelerate the maturity thereof, upon the receipt by the Trustee and LGII of written notice (a "PAYMENT BLOCKAGE NOTICE") from a Senior Trustee or the Agent Bank, neither the Trustee nor LGII may pay any Subordinated Indebtedness during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of such receipt by the Trustee and LGII of such written notice and ending on the earliest of (i) the date on which such Non-Payment Default shall have been cured or waived in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Designated Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which all such event of default shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness to which such default relates shall have been discharged or and Paid In Full, and (Biii) 180 days from the 180th day after the date of the receipt by the Trustee and LGII of the such written notice. Any number of such Payment Blockage NoticeNotices may be given; providedPROVIDED that notwithstanding any other provision of this Indenture, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during within any period consecutive 360-day period, (ii) a Payment Blockage Notice shall be deemed to include notice of 360 consecutive days with respect all other Non-Payment Defaults under such indenture or instrument that are actually known by the Senior Trustee or the Agent Bank, as applicable, to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice be continuing at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default specified in such Payment Blockage Notice (each such specified or other known event of default, a "CONTINUING NON-PAYMENT DEFAULT"), and (iii) no Continuing Non-Payment Default that existed or was continuing on the same issue date of Senior Indebtedness existing and known to delivery of any Payment Blockage Notice may be the person giving basis for a subsequent Payment Blockage Notice unless such notice at the time of such notice, Continuing Non-Payment Default shall have been cured or waived for a period of at least not less than 90 consecutive days. In the event thatIf, notwithstanding the foregoing, LGII or a Subsidiary Guarantor makes any payment to the Trustee or the Holder of any Subordinated Note prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by the Trustee or any such Holder for the appropriate holders of such Senior Indebtedness, and if such facts shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.appropriate

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture the payment of principal of or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing (or would arise by reason of a payment required hereunder by the Company with respect to the contrary notwithstandingPrincipal or repurchase price, no Securities Payment shall be made by if any, of or interest on the Notes) permitting the holders of such Senior Indebtedness (or a trustee on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist or the Company and the Trustee shall have received written notice from the Representative of the Senior Indebtedness with respect to which such event of default relates approving payment on the Notes, then no payment shall have been discharged or (B) 180 days from be made by the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance Company with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior respect to the acceleration of any such default listed in (i) Principal or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premiumrepurchase price, if any, of or interest on the SecuritiesNotes or to acquire any of the Notes; provided that no such default will prevent any payment on, and redemptionsor with respect to, purchases or other acquisitions the Notes for more than 120 days unless the maturity of such Senior Indebtedness has been accelerated. Not more than one such 120 day delay may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during in any consecutive 360 day period of 360 consecutive days with respect to a covenant default, irrespective of the same event number of default and any other events of default on the same issue of defaults with respect to Senior Indebtedness existing and known to the person giving during such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysperiod. In the event that, notwithstanding the provisions foregoing, the Company shall make any payment to the Trustee or to any Holder prohibited by the foregoing provision of this Section 16.311.4, payments are made by or on behalf of the Issuers then and in contravention of the provisions of this Section 16.3, such payments event such payment shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, by such recipient and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to Company in the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessform received. The provisions of this Section 11.4 shall not apply to any payment with respect to which Section 16.2 11.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of (i) any default in this Indenture the payment of Principal of or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto (a "Payment Default"), or (ii) any event of default with respect to any Senior Indebtedness permitting the contrary notwithstanding, no Securities Payment shall be made by holders of such Senior Indebtedness (or a trustee on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable (a "Covenant Default"), provided a Representative of such Senior Indebtedness has delivered to the Company and the Trustee written notice of such Covenant Default, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist or the Company and the Trustee shall have received written notice from the Representative of the Senior Indebtedness with respect to which such event of default relates approving payment on the Notes, no payment shall have been discharged or (B) 180 days from be made by the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance Company with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior respect to the acceleration of any such default listed in (i) Principal or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premiumrepurchase price, if any, of or interest on the Securities, and redemptions, purchases Notes or other acquisitions may be made by or on behalf to acquire any of the IssuersNotes until such Payment Default or Covenant Default, as the case may be, is cured or waived; provided that no such default (other than a default in the payment of Principal) will prevent any payment on, or with respect to, the Notes for more than 120 days unless the maturity of such Senior Indebtedness has been accelerated. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during If any period of 360 consecutive days such delay is made with respect to the same event of default and any other events of default Notes due to a Covenant Default, payment on the same issue of Senior Indebtedness existing Notes may not again be delayed due to a Covenant Default unless at least 360 days have passed since the last payment delay period began and known to all scheduled payments under the person giving Notes that have come due since the last such notice at the time of such notice and (B) no new Payment Blockage Period may be delay period commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayspaid in full in cash. In the event that, notwithstanding the provisions foregoing, the Company shall make any payment to the Trustee or to any Holder prohibited by the foregoing provision of this Section 16.310.4, payments are made by or on behalf of the Issuers then and in contravention of the provisions of this Section 16.3, such payments event such payment shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, by such recipient and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to Company in the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessform received. The provisions of this Section 10.4 shall not apply to any payment with respect to which Section 16.2 10.2 would be applicable.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to In the contrary notwithstandingevent that any Senior Payment Default (as defined below) shall have occurred, then no Subordinated Securities Payment shall be made by or on behalf made, nor shall any property of the Issuers (i) unless full payment Issuer or any Subsidiary of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant the Issuer be applied to the terms purchase, acquisition, retirement or redemption of the instrument governing Subordinated Securities, unless and until such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default Default shall have been cured or waived in writing or shall have ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness (including amounts that have become and remain due by acceleration) shall have been paid in full in cash. "Senior Payment Default" means any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness when due, whether at the Stated Maturity of any such payment or by declaration of acceleration, call for redemption, mandatory payment or prepayment or otherwise. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Issuer and the Trustee of written notice of such Senior Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee or representative thereof), no Subordinated Securities Payment shall be made, nor shall any property of the Issuer or any Subsidiary of the Issuer be applied to the purchase, acquisition, retirement or redemption of the Subordinated Securities, during the period (the "Payment Blockage Period") commencing on the date of such receipt of such written notice and ending (subject to any blockage of payments that may then or thereafter be in effect as the result of any Senior Payment Default) on the earlier of (i) the date on which the Senior Indebtedness to which such default Senior Nonmonetary Default relates shall have been is discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section such Senior Nonmonetary Default shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by in writing or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, have ceased to exist and any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders acceleration of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.such

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived 83 91 and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers Company in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything No Guarantor may make any payments in this Indenture to respect of its Guarantee, including any payment in respect of principal of, premium, if any, or interest on the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Senior Indebtedness has been made of such Guarantor is not paid when due and such default is not cured or duly provided for pursuant to the terms of the instrument governing such Senior Indebtednesswaived, (ii) if, at the time any other event of default on Senior Indebtedness of such payment, redemption, purchase Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms and such acceleration is not rescinded or (iii) judicial proceedings shall be pending with respect to such default in payment or event of default. During the continuance of any default (other acquisition, than a default in payment or immediately after giving effect thereto, there shall exist under any other event of default and acceleration as described in the preceding sentence) with respect to any Senior Indebtedness, or upon the receipt by the Trustee and any agreement pursuant to which Guarantor of written notice thereof from any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount holder of such Senior Indebtedness being declared due and payable or (iii) if, at the time a representative of such paymentholder (each a "Notifying Holder"), redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall Guarantor may not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for during the period (the “"Payment Blockage Period”") commencing on the date of such receipt of the Payment Blockage Notice such written notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (Ai) the date on which such event of default shall have been cured or waived or shall have ceased cease to exist or the all obligations of each such Guarantor in respect of such Senior Indebtedness to which such default relates shall have been discharged or and (Bii) 180 days from the 179th day after the date of the receipt of such notice, take any action which would be prohibited by the first sentence of this Section if any Senior Indebtedness of such Guarantor had not been paid. Any number of such notices may be given; PROVIDED, HOWEVER, that during any 360-day period the aggregate of all Payment Blockage Notice; provided, however, that nothing Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect. For all purposes of this Section shall prevent 303, no default which existed or was continuing on the satisfaction date of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt commencement of any Payment Blockage Notice. Upon termination Period and was known to a Notifying Holder shall be, or be made, the basis for the commencement of a second Payment Blockage PeriodPeriod by the Notifying Holder, payments on account of principal of, premium, if any, whether or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any not within a period of 360 consecutive days with respect to the same event of days, unless such default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, shall have been cured or waived for a period of at least not less than 90 consecutive days. In the event that, notwithstanding the foregoing, any Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by any such Holder for the holders of Senior Indebtedness of such Guarantor, and if such fact shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant forthwith to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessGuarantor. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 302 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers (i) unless full payment of amounts then due for principal and of (or premium, if any) or interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, beyond any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the applicable grace period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending with respect thereto (unless earlier terminated by notice given to the Trustee by the Holders of and until such Senior Indebtedness) on the earlier of (A) the date on which such event of payment default shall have been cured or waived or shall have ceased to exist or in writing by the holders of such Senior Indebtedness to which such Indebtedness), including any payment default relates shall have been discharged or (B) 180 days arising from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any Senior Indebtedness, or (b) any default (other than a payment default) with respect to Senior Indebtedness occurs and is continuing that permits the acceleration of the maturity thereof and judicial proceedings shall be pending with respect to any such default listed in or the Company receives written notice of such default (i) or (ii) directly above or prior to receipt of any Payment Blockage a "Senior Indebtedness Default Notice. Upon termination of a Payment Blockage Period"), payments then no payment shall be made by the Company on account of principal of, of (or premium, if any, ) or interest on this Security or on account of all other amounts payable under this Security. Notwithstanding the Securitiesforegoing, payments with respect to this Security may resume, and redemptionsthe Company may acquire this Security for cash or property, purchases or other acquisitions may be made by or on behalf of when (x) the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days default with respect to the same event Senior Indebtedness is cured or waived or ceases to exist or (y) in the case of a default and any other events described in clause (b) of this Section 9.03, 179 or more days pass after the Senior Indebtedness Default Notice is ---- received by the Company, provided that the terms hereof otherwise permit such payment or acquisition of this Security at such time. If the Company receives a Senior Indebtedness Default Notice, then a similar notice received within nine months thereafter relating to the default that was the basis of such Senior Indebtedness Default Notice, on the same issue of Senior Indebtedness existing Indebtedness, shall not be effective to prevent the payment or acquisition of this Security as described in the first sentence of this Section 9.03(a). In addition, no payment may be made on this Security, in respect of principal, premium, interest or any other amount, and known no acquisition of this Security for cash or property may be effected, if this Security is declared due and payable prior to its Stated Maturity by reason of the person giving such notice at occurrence of an Event of Default until the time earlier of (i) 120 days after the date of such notice and acceleration of the maturity of this Security or (Bii) no new Payment Blockage Period the payment in full of all Senior Indebtedness, provided that such payment or acquisition of this Security may be commenced by made then only if the holder terms hereof otherwise permit such payment or holders acquisition of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving this Security at such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daystime. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Holder prohibited by the foregoing provisions of this Section 16.39.03 before all Senior Indebtedness is paid in full, payments are or effective provisions ---- made for its payment, and if, at or prior to the time of such payment, written notice that such payment is prohibited by or on behalf of the Issuers foregoing paragraph shall have been actually given to the Holder, then and in contravention of such event (but subject to the provisions of this Section 16.3, 9.09) such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and payment shall be paid over to and delivered to, ---- forthwith to the holders of such Senior Indebtedness remaining unpaid or their representative or representatives, ratably on account of the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appearheld by them, for application to the payment of all Senior Indebtedness remaining unpaid thereof to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. The provisions of this Section 9.03 shall not apply to any payment with ---- respect to which Section 16.2 9.02 would be applicable.. ----

No Payment When Senior Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers Neither Alderwoods nor any Subsidiary Guarantor may pay any Subordinated Indebtedness if (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all any Payment Default occurs with respect to any Senior Indebtedness has been made (and such default is not cured or duly provided for pursuant to waived in accordance with the express terms (if any) of the instrument governing instruments and agreements (as the case may be) evidencing such Senior Indebtedness) or would occur upon making such payment on Subordinated Indebtedness or (ii) any Non-Payment Default occurs with respect to any Senior Indebtedness and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (and such acceleration is not rescinded in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Senior Indebtedness), in either case, unless such Senior Indebtedness is Paid In Full. In addition (and without limiting the preceding sentence), following the occurrence of any Non-Payment Default with respect to any Designated Senior Indebtedness (or if a Non-Payment Default with respect to any Designated Senior Indebtedness would occur upon making such payment on Subordinated Indebtedness) which permits the holder or holders of such Designated Senior Indebtedness to accelerate the maturity thereof, upon the receipt by the Trustee and Alderwoods of written notice (a "Payment Blockage Notice") from a Senior Trustee or the Agent Bank, neither the Trustee nor Alderwoods may pay any Subordinated Indebtedness during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of such receipt by the Trustee and Alderwoods of such written notice and ending on the earliest of (i) the date on which such Non-Payment Default shall have been cured or waived in accordance with the express terms (if any) of the instruments and agreements (as the case may be) evidencing such Designated Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which all such event of default shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness to which such default relates shall have been discharged or and Paid In Full, and (Biii) 180 days from the 180th day after the date of the receipt by the Trustee and Alderwoods of the such written notice. Any number of such Payment Blockage NoticeNotices may be given; providedPROVIDED that notwithstanding any other provision of this Indenture, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during within any period consecutive 360-day period, (ii) a Payment Blockage Notice shall be deemed to include notice of 360 consecutive days with respect all other Non-Payment Defaults under such indenture or instrument that are actually known by the Senior Trustee or the Agent Bank, as applicable, to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice be continuing at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default specified in such Payment Blockage Notice (each such specified or other known event of default, a "Continuing Non-Payment Default"), and (iii) no Continuing Non-Payment Default that existed or was continuing on the same issue date of Senior Indebtedness existing and known to delivery of any Payment Blockage Notice may be the person giving basis for a subsequent Payment Blockage Notice unless such notice at the time of such notice, Continuing Non-Payment Default shall have been cured or waived for a period of at least not less than 90 consecutive days. In the event thatIf, notwithstanding the foregoing, Alderwoods or a Subsidiary Guarantor makes any payment to the Trustee or the Holder of any Subordinated Note prohibited by the foregoing provisions of this Section 16.3Section, payments are then and in such event such payment shall be held in trust by the Trustee or any such Holder for the appropriate holders of such Senior Indebtedness, and if such facts shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of the provisions of this Section 16.3Trustee, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, Trustee in trust for the benefit ofa separate account, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application forthwith to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms appropriate holders of such Senior Indebtedness, after giving effect to any concurrent payment Indebtedness until the amounts of such Senior Indebtedness then due are paid in full or distribution to or for the holders of Senior Indebtednessprovision made therefor. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. Anything ---------------------------------------------- in this Indenture to the contrary notwithstanding, no Securities Payment payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Issuers Company (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “"Payment Blockage Notice”") that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “"Payment Blockage Period”") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, of or interest on the Securities, Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the IssuersCompany. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive dayswaived. In the event that, notwithstanding the provisions of this Section 16.31603, payments are made by or on behalf of the Issuers company in contravention of the provisions of this Section 16.31603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1602 would be applicable.

No Payment When Senior Indebtedness in Default. Anything (a) In the event and during the continuation of any default in this Indenture the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the contrary notwithstanding, no Securities Payment shall be made by holders of such Senior Indebtedness (or a trustee on behalf of the Issuers (iholders thereof) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given payable prior to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable, and unless and until such default in payment or event of default shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which unless judicial proceedings with respect thereto have not been commenced within 150 days after such default relates shall have been discharged in payment or event of default, or (Bb) 180 days from in the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section event any judicial proceeding shall prevent the satisfaction of any sinking fund payment in accordance be pending with Article 12 hereof by delivery and crediting pursuant respect to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in payment or event of default, then no payment (i) or (ii) directly above or prior to receipt including any payment which may be payable by reason of the payment of any Payment Blockage Notice. Upon termination other indebtedness of a Payment Blockage Periodthe Trust or the Corporation, payments as the case may be, being subordinated to the payment of the Securities or Coupons) shall be made by the Trust or the Corporation, as the case may be, on account of principal of, of (or premium, if any, ) or interest on the Securities, and redemptions, purchases Securities or Coupons or on account of the purchase or other acquisitions may be made by acquisition of Securities or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive daysCoupons. In the event that, notwithstanding the foregoing, the Trust or the Corporation, as the case may be, shall make any payment to the Trustee or the Holder of any Security of Coupon prohibited by the forgoing provisions of this Section 16.3Section, payments are and if such fact shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of Trustee or, as the provisions of this Section 16.3cause may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant forthwith to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessCompany. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1403 would be applicable. SECTION 1406. Payment Permitted if No Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Trust or the Corporation, as the case may be, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Company referred to in Section 1403 or under the conditions described in Section 1404 or 1405, from making payments at any time of principal of (or premium, if any) or interest on the Securities or Coupons, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal (or premium, if any) or interest on the Securities or Coupons or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge, as provided in Section 1411, that such payment would have been prohibited by the provisions of this Article.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to (a) In the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Issuers ---------------------------------------------- event (i) unless full and during the continuation of any default in the payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtednessof, premium, if any, on, interest, if any, (iiincluding Special Interest, if any) ifon, at the time of such payment, redemption, purchase or other acquisitionamounts due in respect of, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment, redemption or otherwise, or (ii) that any agreement pursuant event of default with respect to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived occurred and which default be continuing and shall have resulted in the full amount of such Senior Indebtedness becoming or being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant prior to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which it would otherwise have become due and payable unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist or the Senior Indebtedness to which and such default relates acceleration shall have been discharged rescinded or annulled or if any judicial proceeding is pending with respect to such event of default with respect to the Senior Indebtedness, then no payment (B) 180 days from the receipt including any payment which may be payable by reason of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction payment of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior other indebtedness of the Company being subordinated to the acceleration payment of any such default listed in (ithe Convertible Notes) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments shall be made by the Company on account of the principal of, premium, if any, or interest on the Securities(including Special Interest, and redemptionsif any) on, purchases or other acquisitions may be made by amounts due in respect of, the Convertible Notes or on behalf account of the Issuers. Notwithstanding anything herein purchase, redemption or other acquisition of Convertible Notes, except for payments in Capital Stock or securities which are subordinated in right of payment to the contraryall Senior Indebtedness, (A) only one Payment Blockage Notice which may be given during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of outstanding, to substantially the same issue of Senior Indebtedness extent as, or their representative or representatives during any period of 360 consecutive days unless all events of default which were to a greater extent than, the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent Convertible Notes or the HoldersConvertible Note Guarantees are so subordinated, as applicable, provided in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicableArticle.

No Payment When Senior Indebtedness in Default. Anything in this Indenture to In ----------------------------------------------- the contrary notwithstandingevent that any Senior Payment Default (as defined below) shall have occurred and be continuing, then no Securities Notes Payment shall be made by or on behalf of the Issuers Company (iother than payments in Permitted Junior Securities) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing until such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default Default shall have been cured or waived or shall have ceased to exist or all amounts then due and payable in respect of such Senior Indebtedness of the Company to which such Senior Payment Default relates shall have been paid in full, or provision shall have been made for such payment in cash or otherwise in a manner satisfactory to the holders of such Senior Indebtedness. "Senior Payment Default" means (i) any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness of the Company and (ii) any event of default with respect to Senior Indebtedness of the Company which has resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Company and the Trustee of written notice of such Senior Nonmonetary Default from the representative of the Designated Senior Indebtedness (the "Representatives"), no Notes Payment shall be made (other than payments in Permitted Junior Securities) during the period (the "blockage period") commencing on the date of such receipt of such written notice and ending on the earlier of (i) 179 days after such date and (ii) the date, if any, on which the Senior Indebtedness of the Company to which such default relates shall have been is discharged or (B) 180 days from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) is waived or (ii) directly above or prior to receipt of any Payment Blockage Noticeotherwise cured. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions No more than one blockage period may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days commenced with respect to the same event Notes during any consecutive 360-day period. For all purposes of default and any other events of default this paragraph, no Senior Nonmonetary Default that existed or was continuing on the same issue date of Senior Indebtedness existing and known to the person giving such notice at the time commencement of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any blockage period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days. In the event that, notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Issuers in contravention of the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 would be applicable.the Senior Indebtedness of the 122

No Payment When Senior Indebtedness in Default. Anything In the event (i) and during the continuation of any default in this Indenture the payment of principal of, premium, if any, or interest on any Senior Indebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment redemption or otherwise, or (ii) that any other default with respect to the contrary notwithstandingany Designated Senior Indebtedness shall have occurred and be continuing, then no Securities Payment payment shall be made by the Company on account of the principal of or premium, if any, or interest on the Securities or on behalf account of the Issuers purchase, redemption or other acquisition of Securities (x) in the case of any default described in subclause (i) above, unless full payment of amounts then due for principal and interest and of all other obligations then due on all until the Senior Indebtedness has been made or duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness default relates is issued, any default, which default shall not have been cured discharged or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or shall have ceased to exist or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section 1204, and (y) in the case of any default specified in clause (ii) above with respect to any Designated Senior Indebtedness that would permit the maturity of such Designated Senior Indebtedness to be accelerated, from the date the Company or the Trustee receives written notice of such default specifying that no payment shall be made with respect to the Securities (a "Senior Default Notice") from any holder of Designated Senior Indebtedness to which such default relates shall have been discharged or any representative of such holders, until the earlier of (A) 180 days after such date or (B) 180 days from the receipt date, if any, on which the Designated Senior Indebtedness to which such default relates is discharged or such default shall have been cured or waived or shall have ceased to exist or the holders of such Designated Senior Indebtedness or their agents shall have waived the Payment Blockage Noticebenefits of this Section 1204; provided, however, that nothing in this Section not more than one Senior Default Notice shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of the Issuers. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days days, regardless of the number of defaults with respect to the same event of default and any other events of default on the same issue of Designated Senior Indebtedness existing and known to the person giving during such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days360-day period. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 16.3Section, payments are and if such fact shall, at or prior to the time of such payment, have been made by or on behalf of known to the Issuers in contravention of Trustee or, as the provisions of this Section 16.3case may be, such payments shall be held by the TrusteeHolder, any Paying Agent or the Holders, as applicable, then and in trust for the benefit of, and such event such payment shall be paid over to and delivered toforthwith to the Company, in the holders case of Senior Indebtedness or their representative the Trustee, or the trustee under Trustee, in the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms case of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessHolder. The provisions of this Section shall not apply to any payment with respect to which Section 16.2 1202 would be applicable.