Common use of Default on Senior Indebtedness Clause in Contracts

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No Unless Section 10.02 shall be applicable, upon (i) the occurrence of a Payment Default and (ii) receipt by the Trustee from the Company or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to the provisions contained in Section 8.03 from monies or Government Securities previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise) shall be made by or on behalf of the Company , on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Securities Obligations or on account of the redemption provisions purchase, redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Convertible DebenturesSecurities, for cash or property including any missed payments. (b) Unless Section 10.02 shall be applicable, upon (i) the occurrence of a Non-Payment Default and (ii) receipt by the Trustee from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than Junior Convertible Debentures any payments made pursuant to the provisions contained in Section 8.03 from monies or from a Defeasance Trust), (iGovernment Securities previously deposited with the Trustee) upon the maturity or distribution of any Senior Indebtedness assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by lapse the Company including by way of time, acceleration (unless waived) set-off or enforcement of any guarantee or otherwise, on account of the Securities Obligations or on account of the purchase, redemption, deposit for defeasance or other acquisition of Securities for a period (the “Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until all principal of(subject to any blockage of payments that may then be in effect under subsection (a) of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, premium(x) such Non-Payment Default shall have been cured or waived in writing or shall have ceased to exist, if any, and the interest on (y) such Designated Senior Indebtedness are first has been discharged or paid in full in cash or Cash Equivalents or (or z) such payment is duly provided for) or otherwise Payment Blockage Period shall have been terminated by written notice to the extent Trustee from an authorized representative of the holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness initiating such Payment Blockage Period or from the holders of the Company having an aggregate at least a majority in principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"such Designated Senior Indebtedness), unless and until (after which, in the case of both clause (iw), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (ii) above (the “Initial Blockage Period”)) such . No more than one Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening Blockage Period may be commenced during any period of an 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default (other than a Payment Default) that permits the holder of with respect to Designated Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice which existed or was continuing on the date of such event the commencement of default given to the Company and the Trustee any Payment Blockage Period initiated by the Representative under the Credit Agreement or an authorized representative of the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under for such Designated Senior Indebtedness on account of the principal of, premium, if anyshall be, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures)be made, or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution In the event that, notwithstanding the foregoing provisions of assets of this Section, the Company upon shall make any dissolutionpayment to the Trustee (which is not paid over to Holders of Securities) prohibited by the foregoing provisions of this Section, winding upthen and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Period, total or partial liquidation or reorganization to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, promptly returned to the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or otherwise as a similar proceeding or upon assignment for the benefit court of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture competent jurisdiction shall applydirect. The subordination provisions hereof Trustee shall continue to not be effective or be reinstated, as the case may be, if at liable for any time interest on any payment of any Senior Indebtedness is rescinded or must otherwise be returned money received by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeit.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Convertible Debentures (including or any repurchases of Convertible Debentures), or on account other amount owing in respect of the redemption provisions of the Convertible Debentures, Securities or any Coupons and may not acquire any Securities or Coupons for cash or property if: (other than Junior Convertible Debentures 1) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof; and (2) unless such default relates to a failure by the Company to make any payment in respect of such Senior Indebtedness when due or from within any applicable grace period (a Defeasance Trust"Payment Default"), such default is either the subject of judicial proceedings or the Company receives notice of the default. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 1704. The Company may resume payments on the Securities and any Coupons and may acquire Securities or Coupons if and when: (A) (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time135 days pass after, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits , the holder later of Senior Indebtedness to declare the date such Senior Indebtedness to be payment was due and payable the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Company, as the case may be, and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has not been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (such 135 day period or, if declared due and payable, such declaration has not been rescinded rescinded, waived or annulled; or (B) the default with respect to the Senior Indebtedness is cured or waived); and this Article Seventeen otherwise permits the payment or acquisition at that time. In the event that, at notwithstanding the end of the Payment Blockage Periodforegoing, the Company shall be required to pay all sums not paid make any payment to the Holders Trustee or the Holder of any Security or Coupon prohibited by the Convertible Debentures during the Payment Blockage Period due foregoing provisions of this Section 1704, then and in such event such payment shall, to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may extent permitted by law, be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling and be paid over and delivered forthwith to the holders of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by their representative or representatives or to the trustee or trustees under any holder of indenture under which any instruments evidencing such Senior Indebtedness upon the insolvency, bankruptcy or reorganization may have been issued. The provisions of the Company or otherwise, all as though such this Section 1704 shall not apply to any payment has not been madewith respect to which Section 1702 would be applicable.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) No a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Senior Indebtedness occurs and is continuing that permits holders of the Convertible Debentures Senior Indebtedness as to which such default relates to accelerate its maturity (including a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness then outstanding. No Nonpayment Default that existed or was continuing on the date of delivery of any repurchases of Convertible Debentures)such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on account and distributions in respect of the redemption provisions of Notes and may acquire them upon the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), earlier of: (i) in the case of a Payment Default, upon the maturity of any Senior Indebtedness of date on which the Company by lapse of timedefault is cured or waived, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Nonpayment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above (received, unless the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder maturity of such Senior Indebtedness upon has been accelerated, if this Article XV otherwise permits the insolvencypayment, bankruptcy distribution or reorganization acquisition at the time of the Company or otherwise, all as though such payment has not been madeor acquisition.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) No payment regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by set-off or otherwisethe Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) shall Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or on behalf any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the Company on account of the principal ofprincipal, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, grace; or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Company having an aggregate principal amount outstanding in excess Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise such default (a "PAYMENT DEFAULTPayment Blockage Notice"), unless ) from the Representative of the Senior Indebtedness. The Company may and until shall resume payment on the Notes: (1) in the case of both (i) and (ii)) a payment default, upon the date on which such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no and (2) in the case of a non-payment (by set-off or otherwise) may be made by or on behalf default, the earlier of the Company which is an obligor under such Designated Senior Indebtedness date on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of other default exists is cured or waived or otherwise has been declared due and payable in its entirety within ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received (the a "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall be required have received a written waiver from the holders of such Senior Indebtedness to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesthat effect. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no No non-payment default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of such any Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default same shall have been cured or waived ceased to exist for a period of at least 90 60 consecutive days. (c) Upon . Following the expiration of any distribution of assets period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Company upon Notes, including without limitation any dissolutionmissed payments, winding up, total or partial liquidation or reorganization of unless either a payment default is in existence the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment maturity of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of has been accelerated, and such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeacceleration remains in full force and effect.

Default on Senior Indebtedness. (a) No payment (Upon the final ------------------------------ maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , all such Senior Indebtedness shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made by ▇▇▇▇ ▇▇ or any person acting on behalf of the Company ▇▇▇▇ ▇▇ on account of the principal ofprincipal, premiumpremium or Liquidated Damages, if any, or interest of the Securities. Until all Senior Indebtedness has been paid in full, in cash or cash equivalents, ▇▇▇▇ ▇▇ may not, directly or indirectly, make any payment of principal, premium or Liquidated Damages, if any, or interest on the Convertible Debentures (including Securities and may not acquire any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, Securities for cash or property (or make any other than Junior Convertible Debentures or from a Defeasance Trust), distribution with respect to the Securities if: (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of a default in the payment of any the principal of, premium, if any, or interest on or the payment of other amounts due under or in connection with any Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise is continuing (a "PAYMENT DEFAULTPayment Default"), ) unless and until (in the case of both (i) and (ii)) such Payment Default default has been cured or waived or otherwise has ceased to exist.waived; or (bii) Upon (i) the happening of an event of default (a default, other than a Payment Default) , on any Senior Indebtedness occurs and is continuing that then permits the holder holders (or the agent) of Senior Indebtedness to declare such Senior Indebtedness to be due accelerate its maturity (a "Non- Payment Default"), and payable such default is either the subject of judicial proceedings or the Trustee and (ii) written such Paying Agent receive a notice of the default from a person who may give it pursuant to Section 10.11 at least two Business Days prior to the relevant payment date; provided, however, that only one such notice relating to the same event of default given to or any other default existing at the Company and the Trustee by the Representative time of such notice under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness may be given during any 365 consecutive day period. ▇▇▇▇ ▇▇ shall resume payments on the Securities and may acquire them upon the earlier of when (a) the default is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased (b) in the case of a default referred to existin Section 10.03(ii) above, the 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non- Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage Period"). In addition, no payment (by set-off default which existed or otherwise) may be made by or was continuing on behalf the date of the Company commencement of any Payment Blockage Period with respect to the Senior Indebtedness and which is an obligor under was known to the holders (or agent) of such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under holders (or the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (cagent) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon whether or not within a period of 365 consecutive days unless and until all scheduled payments of principal, and/or premium and Liquidated Damages, if any, or interest then due and payable have been made on the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeSecurities.

Default on Senior Indebtedness. (a) No The Issuer may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Convertible Debentures (including or any repurchases of Convertible Debentures), or on account other amount owing in respect of the redemption provisions of the Convertible Debentures, Securities or any Coupons and may not acquire any Securities or Coupons for cash or property if: (other than Junior Convertible Debentures 1) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof; and (2) unless such default relates to a failure by the Issuer to make any payment in respect of such Senior Indebtedness when due or from within any applicable grace period (a Defeasance Trust"Payment Default"), such default is either the subject of judicial proceedings or the Issuer receives notice of the default. If the Issuer receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 13.4. The Issuer may resume payment on the Securities and any Coupons and may acquire Securities or Coupons if and when: (A) (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time135 days pass after, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits , the holder later of Senior Indebtedness to declare the date such Senior Indebtedness to be payment was due and payable the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Issuer, as the case may be, and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has not been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (such 135 day period or, if declared due and payable, such declaration has not been rescinded rescinded, waived or waived), at annulled; or (B) the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid default with respect to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded cured or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.waived; and

Default on Senior Indebtedness. (a) No Unless Section 10.02 shall be applicable, upon (i) the occurrence of a Payment Default and (ii) receipt by the Trustee from the Company or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to the provisions contained in Section 8.03 from monies or Government Securities previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise) shall be made by or on behalf of the Company , on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Securities Obligations or on account of the redemption provisions purchase, redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Convertible DebenturesSecurities, for cash or property including any missed payments. (b) Unless Section 10.02 shall be applicable, upon (i) the occurrence of a Non-Payment Default and (ii) receipt by the Trustee from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than Junior Convertible Debentures any payments made pursuant to the provisions contained in Section 8.03 from monies or from a Defeasance Trust), (iGovernment Securities previously deposited with the Trustee) upon the maturity or distribution of any Senior Indebtedness assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by lapse the Company including by way of time, acceleration (unless waived) set-off or enforcement of any guarantee or otherwise, on account of the Securities Obligations or on account of the purchase, redemption, deposit for defeasance or other acquisition of Securities for a period (the “Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until all principal of(subject to any blockage of payments that may then be in effect under subsection (a) of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, premium(x) the date on which such Non-Payment Default shall have been cured or waived in writing or shall have ceased to exist, if any, and (y) the interest date on which such Designated Senior Indebtedness are first has been discharged or paid in full in cash or Cash Equivalents or (or z) the date on which such payment is duly provided for) or otherwise Payment Blockage Period shall have been terminated by written notice to the extent Trustee from an authorized representative of the holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness initiating such Payment Blockage Period or from the holders of the Company having an aggregate at least a majority in principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"such Designated Senior Indebtedness), unless and until (after which, in the case of both clause (iw), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (ii) above (the “Initial Blockage Period”)) such . No more than one Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening Blockage Period may be commenced during any period of an 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default (other than a Payment Default) that permits the holder of with respect to Designated Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice which existed or was continuing on the date of such event the commencement of default given to the Company and the Trustee any Payment Blockage Period initiated by the Representative under the Credit Agreement or an authorized representative of the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under for such Designated Senior Indebtedness on account of the principal of, premium, if anyshall be, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures)be made, or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution In the event that, notwithstanding the foregoing provisions of assets of this Section, the Company upon shall make any dissolutionpayment to the Trustee (which is not paid over to Holders of Securities) prohibited by the foregoing provisions of this Section, winding upthen and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Period, total or partial liquidation or reorganization to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, promptly returned to the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or otherwise as a similar proceeding or upon assignment for the benefit court of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture competent jurisdiction shall applydirect. The subordination provisions hereof Trustee shall continue to not be effective or be reinstated, as the case may be, if at liable for any time interest on any payment of any Senior Indebtedness is rescinded or must otherwise be returned money received by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeit.

Default on Senior Indebtedness. (a) No The Company may not ------------------------------- make any payment (by set-off upon or otherwise) shall be made by or on behalf in respect of the Company on account Securities and may not otherwise purchase, redeem or otherwise retire any Securities (except in Subordinated Reorganization Securities or from the trust described in Section 8.02) or make any deposit described in Section 8.02 if (i) a default in the payment of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such any other Senior Indebtedness are first paid having a principal amount at the time of determination in full in cash or Cash Equivalents (or such payment excess of $25,000,000) occurs and is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, continuing or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on occurs and is continuing with respect to Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess which permits holders of $5.0 million when it becomes due the Designated Senior Indebtedness of the Company as to which such default relates to accelerate its maturity and payable, whether at maturity or at the Trustee receives a date fixed for prepayment or by declaration or otherwise notice of such default (a "PAYMENT DEFAULTPayment Blockage Notice"), unless and until ) from the holders or the Representative of the holders of the Designated Senior Indebtedness of the Company. Payments on the Securities shall be resumed (a) in the case of both (i) a payment default, upon the date on which such default is cured or waived and (ii)b) in the case of a nonpayment default, upon the earlier of the date on which such Payment Default has been nonpayment default is cured or waived or otherwise has ceased to exist. (b) Upon (i) 179 days after the happening of an event of default (other than a date on which the applicable Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness Blockage Notice is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), thenreceived, unless and until such event the maturity of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists the Company has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end accelerated. No new period of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices payment blockage may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Blockage Notice from unless and until 360 days have elapsed since the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets effectiveness of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeimmediately prior Payment Blockage Notice.

Default on Senior Indebtedness. Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Subordinated Obligations other than (a) No payment regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (b) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (c) payments of indemnities, costs and expenses reimbursable by set-off or otherwisethe Company and the Restricted Subsidiaries pursuant to the terms of the Notes and the Indenture, (d) shall Note repurchases out of Excess Proceeds as provided in Section 4.20 hereof and (e) payments set forth in Section 11.2(b) hereof (collectively, "Permitted Payments"). Notwithstanding the foregoing, no Permitted Payment may be made by the Company or on behalf any Restricted Subsidiary or received by the Trustee or any Holder if: (i) a default in the payment of the Company on account of the principal ofprincipal, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, grace; or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Company having an aggregate principal amount outstanding in excess Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise such default (a "PAYMENT DEFAULTPayment Blockage Notice"), unless ) from the Representative of the Senior Indebtedness. The Company may and until shall resume payment on the Notes: (1) in the case of both (i) and (ii)) a payment default, upon the date on which such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no and (2) in the case of a non-payment (by set-off or otherwise) may be made by or on behalf default, the earlier of the Company which is an obligor under such Designated Senior Indebtedness date on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of other default exists is cured or waived or otherwise has been declared due and payable in its entirety within ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received (the a "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period"), unless, in the case of either clause (1) or (2), the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. Payment Blockage Periods shall not exceed an aggregate of 179 days during any period of 360 consecutive days. No default in respect of Senior Indebtedness shall be deemed to have been waived for purposes of this Section 11.3 unless and until the Company shall be required have received a written waiver from the holders of such Senior Indebtedness to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesthat effect. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no No non-payment default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of such any Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default same shall have been cured or waived ceased to exist for a period of at least 90 60 consecutive days. (c) Upon . Following the expiration of any distribution of assets period during which the Company and the Restricted Subsidiaries are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Company upon Notes, including without limitation any dissolutionmissed payments, winding up, total unless either a payment default is in existence or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment maturity of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of has been accelerated, and such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeacceleration remains in full force and effect.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, (and premium, if any) or interest, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures)if any, or on account in respect of the redemption provisions Securities of the Convertible Debentures, a series and may not acquire any Securities of that series for cash or property if: (other than Junior Convertible Debentures or from 1) a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and accelerate its maturity; and (ii2) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 16.4. The Company may resume payments on the Securities of that series and may acquire Securities of that series if and when: i) the default is cured or waived; or ii) 120 or more days pass after the receipt by the Company of the notice described in clause (2) above and the default is not then the subject of judicial proceedings; and this Article Sixteen otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section 16.4, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact then shall have been cured known or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of thereafter shall have been made known to the Company upon any dissolution, winding up, total Trustee or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedsuch Holder, as the case may be, if at any time any pursuant to the terms of this Indenture, then and in such event such payment of any Senior Indebtedness is rescinded shall be paid over and delivered forthwith to the Company by or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization on behalf of the Company or otherwise, all as though person holding such payment has not been madefor the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. (ai) No If there exists a default in the payment when due (by set-off whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Senior Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the requisite percentage of the holders of Senior Indebtedness, then any payment on account of principal of or interest on the Notes which the Holders would then be entitled to receive, but for the provisions of this Section 8.3(a), shall instead be paid over to the holders of Senior Indebtedness until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the Holder of any principal of or interest on the Notes. (ii) The Company may not, directly or indirectly, make, and the Holders may not ask, demand, take or receive from or on behalf of the Company, any payment on account of the principal of or interest on this Note during the period (a “Deferral Period”) from the date the Company and/or the Holder receive from a holder of Senior Indebtedness a notice (a “Deferral Notice”) of: (A) the existence of a Senior Payment Default; or (B) the existence of any event of default (other than a Senior Payment Default) under any agreement or instrument pursuant to which any Senior Indebtedness is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”) until the earlier of (1) the date such Senior Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (2) the 180th day after receipt by the Company and/or by the Holder of this Note of such Deferral Notice; provided, however, that (3) only one Deferral Notice relating to the same Senior Payment Default or Specified Covenant Default may be given, (4) no subsequent Deferral Notice may be given with respect to any Senior Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is given and (5) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Senior Payment Defaults or Specified Covenant Defaults shall be effective until the later of (x) the date such subsequent Deferral Notice is received by the Company and the Holders of Notes and (y) the 365th day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five Trading Days’ prior written notice of any proposed demand for payment or institution of proceedings with respect to this Note (which notice may be given during a Deferral Period provided that the proposed demand for payment is not to be made or the proposed proceedings are not to be instituted until the expiration of such Deferral Period). (iii) Upon termination of any Deferral Period the Company shall resume payments on account of the principal of and interest on this Note subject to the obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Note pursuant to the provisions of, and in the circumstances specified in, this Section 8. (iv) During the first 120 days of any Deferral Period, payment on account of this Note may not be accelerated unless a voluntary Bankruptcy Proceeding shall be instituted by the Company or an involuntary Bankruptcy Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of 60 days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five Trading Days’ prior written notice of any proposed acceleration with respect to this Note (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (v) In the event that, notwithstanding the foregoing provisions of this Section 8(c), any payment shall be made by or on behalf of the Company on account and received by the Holder at a time after the giving of the principal ofa Deferral Notice and during a Deferral Period, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or then such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling and shall be immediately paid over to the holders of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder remaining unpaid, for application to the payment in full of such all Senior Indebtedness upon in accordance with its terms (after giving effect to any prior or substantially concurrent payment to the insolvency, bankruptcy or reorganization holders of the Company or otherwise, all as though such payment has not been madeSenior Indebtedness).

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) The Company shall be made by or on behalf of the Company on account of not ------------------------------ pay the principal of, premium, premium (if any, ) or interest on or other amounts with respect to the Convertible Debentures Securities or make any deposit pursuant to Section 8.1 or ----------- repurchase, redeem or otherwise retire any Securities (including any repurchases of Convertible Debentures), or on account of "pay the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), Securities") if (i) upon the maturity of any Senior Indebtedness of the Company by lapse is not paid ------------------ when due in cash or Cash Equivalents or (ii) any other default on Senior Indebtedness of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the Company occurs and the interest on maturity of such Senior Indebtedness are first of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness of the Company has been paid in full in cash or Cash Equivalents (or Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment is duly provided for) or otherwise to from the extent holders accept satisfaction Representative of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding with respect to which either of the events set forth in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both clause (i) and or (ii)) such Payment Default of this sentence has been cured occurred or waived or otherwise has ceased to exist. (b) Upon (i) is continuing. During the happening continuance of an event of any default (other than a Payment Defaultdefault described in clause (i) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment ------- Blockage Period") commencing upon the receipt by the Trustee (with a copy to the --------------- Company) of written notice (a "Blockage Notice") of such event default from the --------------- Representative of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the principal ofTrustee and the Company from the Person or Persons who gave such Blockage Notice, premium, if any, (ii) because the default giving rise to such Blockage Notice is no longer continuing or interest on (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoingimmediately preceding sentence, unless the holders of such Designated Senior Indebtedness in respect or the Representative of which such event holders shall have accelerated the maturity of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage PeriodDesignated Senior Indebtedness, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to may resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon Securities after the date of such Payment Notice or the commencement end of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall Period. Not more than one Blockage Notice may be made the basis for the commencement of given in any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets 360-day period, irrespective of the Company upon any dissolution, winding up, total or partial liquidation or reorganization number of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue defaults with respect to be effective or be reinstated, as the case may be, if at any time any payment of any Designated Senior Indebtedness is rescinded or must otherwise be returned by any holder of during such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeperiod.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofPrincipal Amount, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or interest, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account in respect of the redemption provisions of the Convertible Debentures, Securities and may not acquire any Securities for cash or property (except as otherwise provided by Article 11 and other than Junior Convertible Debentures or from a Defeasance Trust), for Capital Stock (i) upon the maturity including cash in lieu of any Senior Indebtedness fractional shares) of the Company by lapse of time, acceleration Company) if: (unless waived1) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of a default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and accelerate its maturity; and (ii2) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 10.04. The Company may resume payments on the Securities and may acquire Securities if and when: (A) the default is cured or waived; or (B) 120 or more days pass after the receipt by the Company of the notice described in clause (2) above and the default is not then the subject of judicial proceedings; and this Article 10 otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section 10.04, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact then shall have been cured known or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of thereafter shall have been made known to the Company upon any dissolution, winding up, total Trustee or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedsuch Holder, as the case may be, if at any time any pursuant to the terms of this Indenture, then and in such event such payment of any Senior Indebtedness is rescinded shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization on behalf of the Company or otherwise, all as though person holding such payment has not been madefor the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of In the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), event that (i) upon any payment of principal, interest or any other payment due on any Senior Indebtedness is not paid by the Company when due, any applicable grace period with respect to any such payment default has ended and such default has not been cured, waived or ceased to exist, (ii) any other default occurs and is continuing with respect to Senior Indebtedness that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity and the Holders receive notice of such default (a "Payment Blockage Notice") from the Company or any other Person permitted to give such notice (including without limitation, any representative of any holder of Senior Indebtedness); or (iii) in the event that the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening accelerated because of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE")default, then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments no payment may be made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of a Cash Exercise. Such payments may resume: (A) in the case of a payment default on any Senior Indebtedness, upon the date on which such event default is cured or waived; and (B) in case of a nonpayment default, the earlier of the date on which that default exists has been declared due and payable in its entirety within is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received. A new Payment Blockage Notice may be delivered if 180 days have elapsed since the delivery of the immediately prior Payment Blockage Notice so long as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration Payment Blockage Notice relates to a default under Senior Indebtedness that has not been rescinded or waived), at the end subject of the any prior Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysNotice. (cb) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by any Holder when such payment is prohibited by the preceding paragraph of assets of the Company upon any dissolutionthis Section 12.02, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, such payment shall be deemed to be held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors of, and shall be paid over or any marshalling of assets or liabilitiesdelivered to, the provisions holders of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by their respective representatives, or to the trustee or trustees under any holder indenture pursuant to which any of such Senior Indebtedness upon may have been issued, as their respective interests may appear, but only to the insolvency, bankruptcy or reorganization extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Company or otherwiseand the Holders in a written notice within 90 days of the date on which such payments are disbursed by the Company of the amounts outstanding under the Senior Indebtedness, all as though plus accrued interest thereon, and only the amounts specified in such payment has not been madenotice to the Company and the Holders shall be paid to the holders of Senior Indebtedness.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall may be made by or on behalf of the Company or a Subsidiary Guarantor, as applicable, on account of the principal of, premium, if any, or interest on the Convertible Debentures Notes (including any repurchases of Convertible Debenturesnotes), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default is given to the Company and the Trustee by the Senior Bank Representative under the Credit Agreement or the holders of an aggregate of at least $50 25.0 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICEPayment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company, if the Company is an obligor on such Senior Indebtedness, or any Subsidiary Guarantor which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures Notes (including any repurchases of any of the Convertible DebenturesNotes), or on account of the redemption provisions of the Convertible DebenturesNotes or any Obligation in respect of the Notes, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIODPayment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Subsidiary Guarantors shall be required to pay all sums not paid to the Holders of the Convertible Debentures Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesNotes. Any number of Payment Notices may be given; PROVIDED provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, days and (ii) no default that existed upon the date of such -123- 134 Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysPeriod. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any deposit pursuant to Section 8.01 and may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) No Permitted Junior Securities and (b) payments made from the trust described in Section 8.01) (collectively, "pay the Securities") if (i) a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse occurs and is continuing or any other amount owing in respect of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such any Designated Senior Indebtedness are first of the Company is not paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalentswhen due, or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at the maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by accelerated in accordance with its terms unless, in either case, (x) the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded or otherwise (y) such Designated Senior Indebtedness has ceased been paid in full. However, the Company may pay the Securities without regard to exist, no the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (by set-off i) or otherwise(ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be made accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of the Company which is an obligor under such any holders of Designated Senior Indebtedness on account of the principal ofCompany other than the Bank Indebtedness, premiumthe Representative of the Bank Indebtedness may give one additional Blockage Notice within such period. In no event, if anyhowever, may the total number of days during which any Payment Blockage Period or interest Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the Convertible Debentures (including any repurchases date of the commencement of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made Payment Blockage Period with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the initiating such Payment Blockage Period due to shall be, or be made, the foregoing prohibitions and to resume all other payments as and when due on basis of the Convertible Debentures. Any number commencement of a subsequent Payment Notices may be given; PROVIDED that (i) Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by distribution to the Trustee or on behalf any Holders in respect of Obligations with respect to the Company on account of Notes and may not acquire from the principal of, premium, if any, Trustee or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, Holder any Notes for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), Indebtedness that is subordinated to at least the same extent as the Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness) until all Obligations with respect to the Senior Indebtedness have been paid in full if: (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of a default in the payment of any principal of, premium, if any, or interest on Obligations with respect to the Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and accelerate its maturity or the maturity of which has been accelerated; (ii) written the Company receives a notice of or has actual knowledge of a default, other than a payment default, under any Senior Indebtedness permitting an acceleration thereof or that would permit an acceleration thereof with the giving of notice or the passage of time or both, but payments may and shall thereafter be resumed if such event payment is then otherwise permitted by the Indenture and the maturity of such Senior Indebtedness has not been or does not remain accelerated; (iii) the Company receives a notice from holders of a majority in aggregate principal amount of the Senior Notes of a default given thereon, but payments may and shall thereafter be resumed upon such time as the default is cured; or (iv) any judicial proceeding shall be pending with respect to a default on Senior Indebtedness. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them when the default is cured or waived if this Article otherwise permits the payment or acquisition at the time of such payment or acquisition; provided that such payments and distributions with respect to Notes will again be subject to the Company and the Trustee by the Representative limitations of this Section 10.3 if a subsequent default under the Credit Agreement or same provisions of the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which instrument governing Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (occurs after a "PAYMENT NOTICE"), then, unless and until such event of similar default has been cured or waived or otherwise has ceased waived, except that in no event shall the same set of facts give rise to existmore than one 180-day period under clause (ii) above, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than and except that payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has Notes may not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not delayed by this Section 10.3 more than one Payment Notice shall be given within a period once in respect of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness or more than once during any 360 consecutive days with respect to any or all issues of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No The Company also may not make any payment (by set-off of principal, premium and interest on the Notes upon or otherwise) shall be made by or on behalf in respect of the Company Notes whether on account of principal, interest, premiums or otherwise (other than as set forth in Section 11.2(b) hereof) if: (i) a default in the principal ofpayment of the principal, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, grace; or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Company having an aggregate principal amount outstanding in excess Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise such default (a "PAYMENT DEFAULTPayment Blockage Notice"), unless ) from the holders of any such Senior Indebtedness. The Company may and until shall resume payment on the Notes: (1) in the case of both (i) and (ii)) a payment default, upon the date on which such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no and (2) in the case of a non-payment (by set-off or otherwise) may be made by or on behalf default, the earlier of the Company which is an obligor under such Designated Senior Indebtedness date on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists other Default is cured or waived or otherwise has been declared due and payable in its entirety within ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received, unless, in the case of either clause (the "PAYMENT BLOCKAGE PERIOD"1) or (and such declaration has not been rescinded or waived2), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company is rescinded or must otherwise prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be returned by obligated to resume making any holder and all required payments in respect of such the Notes, including without limitation any missed payments, unless the maturity of any Senior Indebtedness upon the insolvencyhas been accelerated, bankruptcy or reorganization of the Company or otherwise, all as though and such payment has not been madeacceleration remains in full force and effect.

Default on Senior Indebtedness. (a) No payment of principal (by set-off including redemption payments) or otherwise) shall interest on the Securities may be made (i) if any Senior Indebtedness of the Company is not paid when due and any applicable grace period with respect to a payment default on Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist, or (ii) if the maturity of any Senior Indebtedness of the Company has been accelerated because of a default and either such acceleration has not been rescinded or such Senior Indebtedness has not been repaid in accordance with its terms. (b) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of paragraph (a) of this section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of holders of such Senior Indebtedness (a "Default Notice"), then, unless and until such default shall have been cured or waived by the Company on account holders of the such Senior Indebtedness or shall have ceased to exist, no payment of principal of, premium, if any, (including redemption payments) or interest on the Convertible Debentures (including Securities of such series or to acquire any repurchases of Convertible Debentures), such Securities or on account of the redemption provisions of the Convertible DebenturesSecurities of such series; provided, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust)however, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. that this paragraph (b) Upon (i) shall not prevent the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding making of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of not otherwise prohibited by paragraph (a)) for more than 179 days after the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, Default Notice shall have been given unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and entirety, in which case no such declaration payment may be made until such acceleration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not annulled or such Senior Indebtedness has been paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysin full. (c) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of assets this section, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the Company, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness upon Indebtedness, before any payment or distribution is made to the insolvency, bankruptcy Holders or reorganization of to the Company or otherwise, all as though such payment has not been madeTrustee.

Default on Senior Indebtedness. (a) No If there exists a default in the payment when due (by set-off whether at maturity or upon acceleration or mandatory prepayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a "Payment Default") and such Payment Default shall not have been cured, or such default, or the benefits of this sentence, shall not have been waived in writing by or on behalf of the holders (or their Representatives) of such Senior Indebtedness, then no direct or indirect payment by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Note, or of any other amounts, which the holder of the Note would then be entitled to receive, but for the provisions of this Section 8.3(a), shall be made until all amounts of Senior Indebtedness then due and payable have been paid in full. (b) The Company may not, directly or indirectly, make any payment on account of the principal of (or premium, if any) or interest on the Note, or any other Subordinated Indebtedness, during the period (a "Deferral Period") from the date the Company receives from the lender under the Senior Agreement or any holder (or Representative) of Senior Indebtedness an effective notice (a "Deferral Notice") of the existence of any event of default under the Senior Agreement (other than a Payment Default) that permits the acceleration of the maturity thereof (a "Covenant Default"), until the earlier of (i) the date such Covenant Default is cured (if capable of being cured), waived in writing or otherwise ceases to exist in accordance with the terms of the Senior Agreement or document evidencing such Senior Indebtedness, (ii) the date application of this Section 8.3(b) has been waived in writing by the lender under the Senior Agreement or such holder (or Representative) in accordance with the terms of the Senior Agreement or document evidencing such Senior Indebtedness, respectively, and (iii) the 179th day after receipt by the Company of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Covenant Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Covenant Defaults shall be effective until the later of (X) the date such subsequent Deferral Notice is received by the Company or (Y) the 365th day after receipt of the then most recent prior effective Deferral Notice. (c) Upon termination of any Deferral Period the Company shall resume payments on account of principal of (and premium, if any) and interest on the Note, and of all other Subordinated Indebtedness, subject to the obligation of the Company and the holder of Note to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of (premium if any) and interest on the Note, and of all other Subordinated Indebtedness, pursuant to the provisions of, and in the circumstances specified in, this Article VIII. (d) In the event that, notwithstanding the foregoing provisions of this Section 8.3, any payment shall be made by or on behalf of the Company on account or any of its Subsidiaries from any of their assets and received by any holder of the principal of, premium, if any, or interest on Note at a time when such payment was pro- hibited by the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debenturesthis Section 8.3, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or then such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling and shall be immediately paid over to the holders of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder (pro rata, on the basis of the respective amount of such Senior Indebtedness upon held by them) remaining unpaid or their respective Representatives, for application to the insolvency, bankruptcy payment of all Senior Indebtedness in full in accordance with its terms (after giving effect to any prior or reorganization substantially concurrent payment to the holders (or their Representatives) of such Senior Indebtedness). (e) The provisions of this Section 8.3 shall not modify or limit in any way the Company or otherwise, all as though such payment has not been madeapplication of Section 8.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by distribution to the Trustee, any Paying Agent or on behalf any holder of Notes in respect of Obligations with respect to the Company on account Notes and may not acquire from the Trustee or any holder of the principal of, premium, if any, or interest on the Convertible Debentures (including Notes any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Notes until all Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first has been paid in full in cash or Cash Equivalents (U.S. Government Obligations or such other payment is duly provided for) or otherwise satisfactory to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or the Senior Indebtedness if- (iii) in the event of a default in the payment of any principal of, premium, if any, interest, rent or interest on other Obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise default (a "PAYMENT DEFAULTPayment Blockage Notice")) from the Company or a Representative or holder of Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to this Section 6.3, no subsequent Payment Blockage Notice shall be effective for purposes of such Section unless and until (in the case of both (i) and (ii)) such at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable Blockage Notice and (ii) written notice all scheduled payments of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal ofprincipal, premium, if any, or and interest on the Convertible Debentures (including any repurchases Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Convertible Debentures)Notes and may acquire them upon the earlier of (i) the date upon which the default is cured or waived or ceases to exist, or on account or (ii) in the case of a default referred to Section 6.3(ii) hereof, 179 days pass after notice is received if the redemption provisions maturity of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded accelerated, if this Article otherwise permits the payment, distribution or waived), acquisition at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date time of such Payment Notice payment, distribution or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysacquisition. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No In the event and during the continuation of any default by the Corporation in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofprincipal, premium, if anyinterest or any other payment due on any Senior Indebtedness, or interest on in the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon event that the maturity of any Senior Indebtedness has been accelerated because of a default and such acceleration has not been rescinded or canceled, then, in either case, no payment shall be made by the Company by lapse Corporation with respect to the principal (including prepayment payments) of time, acceleration or interest on the Securities (unless waived) or otherwise, unless including Compounded Interest and until all principal of, premiumAdditional Sums, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premiumLiquidated Damages, if any, or interest any other amounts which may be due on Senior Indebtedness the Securities pursuant to the terms hereof or thereof). In the event of the Company having an aggregate principal amount outstanding in excess acceleration of $5.0 million when it becomes due and payablethe maturity of the Securities, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, then no payment (by set-off or otherwise) may shall be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of Corporation with respect to the principal of(including prepayment payments) of or interest on the Securities (including Compounded Interest and Additional Sums, premiumif any, and Liquidated Damages, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of amounts which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall may be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number Securities pursuant to the terms hereof or thereof) until the holders of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon all Senior Indebtedness outstanding at the date time of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) acceleration shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntaryreceive payment, in bankruptcyfull, insolvency, receivership of all Allocable Amounts due on or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the insolvencyevent that, bankruptcy notwithstanding the foregoing, any payment is received by the Debenture Trustee, or reorganization of the Company or otherwiseany Securityholder, all as though when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Debenture Trustee (if the notice requested by Section 15.06 has not been made.received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of If any Senior Indebtedness of the Company by lapse of timeis not paid when due, acceleration the Company may not: (unless waivedi) pay, directly or otherwiseindirectly, unless and until all principal of, premium, premium (if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including Securities or any repurchases of other Obligations under or in connection with the Securities, this Indenture and/or any of the Convertible Debentures)related agreements, documents or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be giveninstruments; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon make any deposit pursuant to Article 8; or (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the date of such Payment Notice or Subordinated Debt") unless the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period or such Senior Indebtedness has been paid in full in cash. (b) If any default on any Senior Indebtedness of at least 90 consecutive daysthe Company (other than as set forth in Section 10.3(a)) occurs and such Senior Indebtedness is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Upon Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the continuance of any distribution of assets default (other than a default described in Sections 10.3(a) and (b)) with respect to any Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 180 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any dissolutionconsecutive 360-day period, winding upirrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, total or partial liquidation or reorganization upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, whether voluntary or involuntaryfrom the Representative of any class of Senior Indebtedness, notice in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for writing controverting any of the benefit statements made therein. Not less than 10 days prior to making any distribution in respect of creditors or any marshalling of assets or liabilitiesSenior Indebtedness pursuant to this Section, the provisions of Section 1203 of this Indenture Trustee shall apply. The subordination provisions hereof shall continue deliver to be effective or be reinstated, as the case may be, if at any time any payment each Representative of any class of Senior Indebtedness is rescinded copies of the most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or must otherwise be returned by any holder to become due on or in respect of such Senior Indebtedness upon (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, or has been declared to be, due and payable prior to the insolvency, bankruptcy or reorganization of date on which it otherwise would have become due and payable) before the Company or otherwise, all as though such payment has not been madeHolders shall be entitled to receive any Security Payment.

Default on Senior Indebtedness. If the Company shall default in the payment of any principal of, or premium or interest on, any Senior Indebtedness when the same becomes due and payable, whether at stated maturity or at a date fixed for redemption or by declaration of acceleration or otherwise (a) No a "Payment Default"), then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless or until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off off, or otherwise) shall be made or agreed to be made on account of the principal of, or interest on, the Note, or in respect of any redemption, retirement, repurchase, or other acquisition of the Note other than those made in capital stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). Upon (i) the happening of an Event of Default (other than a Payment Default) that permits the holders of Senior Indebtedness or any trustee therefor to accelerate its maturity (a "Nonpayment Default") and (ii) written notice of such event of default given to the Company by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or any trustee therefor (a "Payment Notice"), then, unless and until such Event of Default has been cured or waived or otherwise has ceased to exist, no payment (in cash, property, securities, by set-off, or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on on, the Convertible Debentures (including any repurchases of Convertible DebenturesNote), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, case other than payments made with Junior Convertible Debentures in capital stock of the Company (or from a Defeasance Trustin cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event Event of default Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIODPayment Blockage Period"), and (ii) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesNote. Any number of Payment Notices may be given; PROVIDED provided, however, that (i) not more than one Payment Notice shall be given within a any period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event Event of default Default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from Period. If (a) without the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization consent of the Company, whether voluntary a court having jurisdiction shall enter an order for relief with respect to the Company under the federal Bankruptcy Code or, without the consent of the Company, a court having jurisdiction shall enter a judgment, order, or involuntarydecree adjudging the Company a bankrupt or insolvent, or enter an order for relief for reorganization, arrangement, adjustment, or composition of or in bankruptcyrespect of the Company under the federal Bankruptcy Code or applicable state insolvency law, or (b) the Company shall institute proceedings for entry of an order for relief with respect to the Company under the federal Bankruptcy Code or for an adjudication of insolvency, receivership or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition, or relief under the federal Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or similar proceeding official of the Company or upon of substantially all of its property, or the Company shall make a general assignment for the benefit of creditors or as recognized under the federal Bankruptcy Code, then all Senior Indebtedness (including any marshalling interest thereon accruing after the commencement of assets or liabilities, the provisions of Section 1203 of this Indenture any such proceedings) shall apply. The subordination provisions hereof shall continue to first be effective or be reinstated, as the case may be, if at any time paid in full before any payment or distribution, whether in cash, securities, or other property, shall be made to any Holder of any Senior Indebtedness is rescinded the Note on account thereof. Any payment or must otherwise be returned by any holder distribution, whether in cash, securities (other than a payment or distribution in capital stock of such Senior Indebtedness upon the insolvencyCompany), bankruptcy or reorganization other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provision) be payable or deliverable in respect of the Note shall be paid or delivered directly to the holder of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Note, together with the Holders of any other obligations of the Company ranking on a parity with the Note, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Note and such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Note and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all as though Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Holder of the Note in contravention of any of the terms hereof, such payment has not been madeor distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Holder of the Note to endorse or assign any such payment, distribution, or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) No a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise grace (a "PAYMENT DEFAULTPayment Default"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist.; or (b) Upon (i) the happening of an event of default (a default, other than a Payment Default) Default on Senior Indebtedness occurs and is continuing that permits holders of the holder Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trustthen outstanding. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default No Nonpayment Default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of any such Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive not less than 180 days.. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company, with notice and evidence of the occurrence of (c) or (d) provided to the Trustee, may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may beof a Payment Default, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvencydate on which the default is cured or waived, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.or

Default on Senior Indebtedness. (a) No The Company may not make any ------------------------------ payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, (and premium, if any) or interest, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures)if any, or on account in respect of the redemption provisions Securities of the Convertible Debentures, a series and may not acquire any Securities of that series for cash or property if: (other than Junior Convertible Debentures or from 1) a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and accelerate its maturity; and (ii2) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 16.4. The Company may resume payments on the Securities of that series and may acquire Securities of that series if and when: i) the default is cured or waived; or ii) 120 or more days pass after the receipt by the Company of the notice described in clause (2) above and the default is not then the subject of judicial proceedings; and this Article Sixteen otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section 16.4, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact then shall have been cured known or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of thereafter shall have been made known to the Company upon any dissolution, winding up, total Trustee or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedsuch Holder, as the case may be, if at pursuant to the terms of this Indenture, then and in such event such payment shall be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in any time any payment of the Securities shall prevent the conversion by a Holder of any Senior Indebtedness is rescinded or must otherwise be returned by Securities for Capital Stock in accordance with any holder provisions for conversion of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.such

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofPrincipal Amount at Maturity, premiumIssue Price, Accrued Original Issue Discount, Redemption Price, Trigger Event Purchase Price, contingent interest, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures)interest, or on account if any, in respect of the redemption provisions of Securities nor may the Convertible Debentures, Company pay cash with respect to the Purchase Price or Trigger Event Purchase Price or acquire any Securities for cash or property (except as otherwise provided by Article 11 and other than Junior Convertible Debentures or from for Common Stock of the Company) if: (1) a Defeasance Trust), (i) upon the maturity of payment default on any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless has occurred and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, continuing beyond any applicable grace period with respect thereto; or (ii2) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Defaultdefault referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due accelerate the maturity thereof and payable and (ii) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 10.04. The Company may resume payment on the Securities and may acquire Securities if and when: (A) the default referred to above is cured or waived; or (B) in the case of a default referred to in clause (2) of the preceding paragraph, 179 or more days pass after the receipt by the Company of the notice described in clause (2) above; and this Article 10 otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact shall then have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of made known to the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedTrustee or, as the case may be, if at such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any time of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment of cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the event of an occurrence of the events described in this Section 10.04. The provisions of this Section shall not apply to any payment of any Senior Indebtedness is rescinded or must otherwise with respect to which Section 10.02 would be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeapplicable.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of If any Senior Indebtedness of the Company by lapse of timeis not paid when due, acceleration the Company may not: (unless waivedi) pay, directly or otherwiseindirectly, unless and until all principal of, premium, premium (if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including Securities or any repurchases of other Obligations under or in connection with the Securities, this Indenture and/or any of the Convertible Debentures)related agreements, documents or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be giveninstruments; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon make any deposit pursuant to Article 8; or (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the date of such Payment Notice or Subordinated Debt") unless the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period or such Senior Indebtedness has been paid in full in cash. (b) If any default on any Senior Indebtedness of at least 90 consecutive daysthe Company (other than as set forth in Section 10.3(a)) occurs and such Senior Indebtedness is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Upon Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the continuance of any distribution of assets default (other than a default described in Sections 10.3(a) and (b)) with respect to any Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 180 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash). Notwithstanding 94 the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any dissolutionconsecutive 360-day period, winding upirrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, total or partial liquidation or reorganization upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, whether voluntary or involuntaryfrom the Representative of any class of Senior Indebtedness, notice in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for writing controverting any of the benefit statements made therein. Not less than 10 days prior to making any distribution in respect of creditors or any marshalling of assets or liabilitiesSenior Indebtedness pursuant to this Section, the provisions of Section 1203 of this Indenture Trustee shall apply. The subordination provisions hereof shall continue deliver to be effective or be reinstated, as the case may be, if at any time any payment each Representative of any class of Senior Indebtedness is rescinded copies of the most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or must otherwise be returned by any holder to become due on or in respect of such Senior Indebtedness upon (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, or has been declared to be, due and payable prior to the insolvency, bankruptcy or reorganization of date on which it otherwise would have become due and payable) before the Company or otherwise, all as though such payment has not been madeHolders shall be entitled to receive any Security Payment.

Default on Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any deposit pursuant to Section 8.01 and may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) No Permitted Junior Securities and (b) payments made from the trust described in Section 8.01) (collectively, "pay the Securities") if (i) a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse occurs and is continuing or any other amount owing in respect of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such any Designated Senior Indebtedness are first of the Company is not paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalentswhen due, or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at the maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by accelerated in accordance with its terms unless, in either case, (x) the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded or otherwise has ceased to exist, no payment (by set-off or otherwisey) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account has been paid in full. However, the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the principal of, premium, if any, events set forth in clause (i) or interest on (ii) of the Convertible Debentures (including any repurchases immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the Convertible Debentures), or on account second preceding sentence) with respect to any Designated Senior Indebtedness of the redemption provisions Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Convertible DebenturesCompany may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in any full of such case, other than payments made with Junior Convertible Debentures Designated Senior Indebtedness or from a Defeasance Trust(iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the initiating such Payment Blockage Period due to shall be, or be made, the foregoing prohibitions and to resume all other payments as and when due on basis of the Convertible Debentures. Any number commencement of a subsequent Payment Notices may be given; PROVIDED that (i) Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (by set-off or otherwise) shall other than payments in the form of Permitted Junior Securities), may be made by or on behalf of the Company on account of the principal of, premiumof or interest or liquidated damages, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Securities or on account of the purchase, redemption provisions or other acquisition of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) Securities upon the maturity occurrence of any Senior Indebtedness of Payment Default until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or the Company by lapse of time, acceleration (unless waived) senior indebtedness giving rise to such Payment Default shall have been discharged or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents cash equivalents (or such payment is duly provided for) or otherwise to the extent holders Holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"cash equivalents), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) No payment or distribution of any assets of the happening Company of an event of default any kind or character, whether in cash, property or securities (other than a Payment Default) that permits payments in the holder form of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"Permitted Junior Securities), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premiumof or interest or Liquidated Damages, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), Securities or on account of the purchase, redemption provisions or other acquisition of Securities during a Payment Blockage Period arising as a result of Non-Payment Default. A " Payment Blockage Period" will commence upon the date of receipt by the Trustee of written notice from the representative of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless holders of the Designated Senior Indebtedness in respect of which such event of default the Non-Payment Default exists has been declared due and payable in its entirety within shall end on the earliest of: (1) 179 days after thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (2) the date on which such Non-Payment Notice Default is delivered as set forth above cured, waived or ceases to exist; (3) the "PAYMENT BLOCKAGE PERIOD"date on which such Designated Senior Indebtedness is discharged or paid in full; or (4) (and the date on which such declaration has not Payment Blockage Period shall have been rescinded terminated by written notice to the Trustee or waived), at the end of Company from the representative initiating such Payment Blockage Period, ; after which the Company shall be will resume making any and all required to pay all sums not paid to the Holders payments in respect of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions Securities, including any missed payments and to resume all other payments as and when due on the Convertible DebenturesLiquated Damages, if any. Any number of Payment Notices may be given; PROVIDED that (i) not No more than one Payment Notice shall Blockage Period may be given within a commenced during any period of any 360 365 consecutive days, and (ii) no default . No Non-Payment Default that existed upon or was continuing on the date of such Payment Notice or the commencement of such any Payment Blockage Period (whether shall be, or not such event of default is on the same issue of Senior Indebtedness) shall can be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Period, unless such other Non-Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have Default has been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of days subsequent to the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder commencement of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeinitial Payment Blockage Period.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of If there occurs an event of default (other than a Payment Default) that permits has been declared in writing with respect to any Senior Indebtedness, or there exists an event of default under the terms of the instrument pursuant to which any Senior Indebtedness is outstanding, permitting the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to accelerate the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE")maturity thereof, then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full, no payment shall be made in respect of the Company upon any dissolutionprincipal of or interest on this Note, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 and no acceleration of this Indenture Note shall apply. The subordination provisions hereof shall continue be permitted, unless within one hundred eighty (180) days (as may be extended pursuant to be effective or be reinstated, as the case may be, if at any time any payment next sentence) after the happening of any Senior Indebtedness is rescinded or must otherwise be returned by any holder such event of default the maturity of such Senior Indebtedness upon shall not have been accelerated. If during any such 180-day period one or more additional events of default under the insolvencySenior Indebtedness shall occur after the 151st day of such period, bankruptcy such 180-day period shall be extended for 30 additional days and no payment on or reorganization acceleration of this Note shall be permitted during the period as so extended; provided that no such period shall exceed an aggregate of 210 days. If a 180-day (as extended) period as described in the two preceding sentences shall have occurred, then no additional 180-day period may begin with respect to any event of default under Senior Indebtedness until there shall have been declared or exist an event of default arising following the prior 180-day (as extended) period. Upon the cure, waiver or cessation of existence of an event of default under Senior Indebtedness, or termination of the Company or otherwise180-day (as extended) period, all as though referred to in the first sentence of this Section 7.4, this Note shall not be subject to acceleration in respect of any Event of Default that is not then continuing, and this Note may be accelerated only if there shall then exist an Event of Default which permits the Noteholder to accelerate this Note pursuant to Section 4.2. Allomatic shall provide the Noteholder notice of any event of default that has been declared in writing with respect to any Senior Indebtedness promptly after receipt by Allomatic of such payment has not been madewritten notice of default from its lenders under such Senior Indebtedness.

Default on Senior Indebtedness. (a) No payment (by setWithout prejudice to the payment-off or otherwise) shall be made by or on behalf in-kind interest provisions of the Company second paragraph of this Note, no payment on account of the principal of, premium, if anypremium or interest on, or interest other amounts due with respect to this Note shall be made, during a single continuous period of 179 days (the "Standstill Period") (x) commencing on the Convertible Debentures (including any repurchases of Convertible Debentures), or first date on account which the Borrower and the Holder have each received written notice from the Designated Representative declaring the commencement of the redemption provisions Standstill Period as a result of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity there having occurred a default in any payment of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premiumpremium or interest on, if any, and or fees or other expenses incurred to the interest on such holders of the Designated Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalentswith respect to, any Designated Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company there having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of occurred an event of default (other than a Payment Defaultdefault in the payment of amounts due thereon) that permits the holder of Senior Indebtedness with respect to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Designated Senior Indebtedness, as defined in the instrument under which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made is outstanding, beyond any applicable grace period with respect thereto, permitting the basis for holders thereof to accelerate the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement maturity thereof, and such event of default shall not have been cured or waived for a period or shall not have ceased to exist and (y) ending on the earliest of at least 90 consecutive days. (ci) Upon 179 days following the commencement of such period, (ii) the date on which all such defaults and events of default are cured, waived or cease to exist, (iii) the date on which the Designated Senior Indebtedness is paid in full or otherwise discharged or (iv) the date on which the Standstill Period shall have been terminated in writing by the Designated Representative, after which the Borrower shall promptly resume making any distribution and all required payments in respect of assets this Note, including any missed payments. In the event that notwithstanding the provisions of this Section 7.3, the Borrower shall during the Standstill Period make any payment of principal of, interest on, or other amounts due with respect to this Note to the Holder after receipt by the Holder of written notice from the Designated Representative of the Company upon any dissolution, winding up, total or partial liquidation or reorganization commencement of the CompanyStandstill Period, whether voluntary or involuntary, then such payment shall be held by the Holder in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling of assets or liabilitiesof, and shall be paid forthwith over and delivered to, the provisions holders of Section 1203 Senior Indebtedness (pro rata as to each of this Indenture shall apply. The subordination provisions hereof shall continue such holders on the basis of the respective amounts of Senior Indebtedness held by them after due written notice of the names of such holders and the respective amount of the indebtedness held by such holders) or their representative or representatives, for application to be effective or be reinstated, as the case may be, if at any time any payment of any all Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon remaining unpaid, to the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.extent necessary to pay all

Default on Senior Indebtedness. (a) No The Company may not pay the principal of, premium (if any) or interest on, the Securities or make any deposit pursuant to Section 8.01 and may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described in Section 8.01) (collectively, "pay the Securities") if (i) a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse occurs and is continuing or any other amount owing in respect of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such any Designated Senior Indebtedness are first of the Company is not paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalentswhen due, or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at the maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by accelerated in accordance with its terms unless, in either case, (x) the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded or otherwise has ceased to exist, no payment (by set-off or otherwisey) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account has been paid in full. However, the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in with respect to which either of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as events set forth above in clause (the "PAYMENT BLOCKAGE PERIOD"i) or (and such declaration has not been rescinded or waived), at the end ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period, ") commencing upon the Company shall be required to pay all sums not paid receipt by the Trustee (with a copy to the Holders Company) of written notice (a "Blockage Notice") of such default from the Convertible Debentures during the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that ending 179 days thereafter (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of earlier if such Payment Blockage Period is terminated (whether or not such event of default is on i) by written notice to the same issue of Senior Indebtedness) shall be made Trustee and the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice Company from the Representative under the Credit Agreement and Person or Persons who gave such event Blockage Notice, (ii) by repayment in full of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.no longer

Default on Senior Indebtedness. The Company may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Notes, or any Obligation with respect thereto, and may not acquire from the Trustee or any Holder any Notes for cash or property (other than securities that are subordinated in right and priority of payment to at least the same extent as the Notes to (a) No payment (by set-off or otherwise) shall be made by or on behalf Senior Indebtedness of the Company on account and (b) any securities issued in exchange for Senior Indebtedness of the Company) until all principal and other Obligations with respect to the Senior Indebtedness of the Company have been paid in full if: (i) a default in the payment when due, whether upon acceleration or otherwise, of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless occurs and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or continuing beyond any applicable grace period; or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess occurs and is continuing and the Trustee receives a notice of $5.0 million when such default from the Company, or from, or on behalf of, the holders of any such Designated Senior Indebtedness of the Company, stating that it becomes due and payable, whether at maturity is or at such holders are invoking a date fixed for prepayment or by declaration or otherwise payment blockage under this Section 11.03(ii) (a "PAYMENT DEFAULTBLOCKAGE NOTICE"). If the Trustee receives any such notice, unless a subsequent notice received within 365 days thereafter shall not be effective for purposes of this Section. The Company may and until shall resume payments on and distributions in respect of the Notes, and all Obligations with respect thereto, and may acquire them when: (1) in the case of both a payment default as described in (i) and above, upon the date on which such default is cured or waived, and (2) in the case of a nonpayment default as described in (ii)) above, on the earlier of the date on which such Payment Default has been nonpayment default is cured or waived or otherwise has ceased to exist. (b) Upon (i) 179 days after the happening of an event of default (other than a date on which the applicable Payment Default) that permits Blockage Notice is received, unless the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding maturity of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolutionhas been accelerated, winding up, total or partial liquidation or reorganization of and this Article otherwise permits the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for payment at the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madepayment.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) No a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on, including a default under any repurchase or redemption obligation with respect to, Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on Designated Senior Indebtedness occurs and is continuing that permits holders of the Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative. No Nonpayment Default that existed or was continuing on the Convertible Debentures (including date of delivery of any repurchases of Convertible Debentures)such Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company may and shall resume payments on account and distributions in respect of the redemption provisions of Notes and may acquire them upon the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), earlier of: (i) in the case of a Payment Default, upon the maturity of any Senior Indebtedness of date on which the Company by lapse of timedefault is cured or waived, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Nonpayment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received (the "PAYMENT BLOCKAGE PERIOD") (and or sooner, if such declaration has not been rescinded default is cured or waived), at unless the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder maturity of such Senior Indebtedness upon has been accelerated, if this Article XV otherwise permits the insolvencypayment, bankruptcy distribution or reorganization acquisition at the time of the Company or otherwise, all as though such payment has not been madeor acquisition.

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofPrincipal Amount, premiumIssue Price, Redemption Price, Change in Control Purchase Price, or contingent interest, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account in respect of the redemption provisions of Securities nor may the Convertible Debentures, Company pay cash with respect to the Purchase Price or Change in Control Purchase Price or acquire any Securities for cash or property (except, in each case, for payments made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities, and except as otherwise provided by Article 11 and other than Junior Convertible Debentures or from for Common Stock of the Company) if: (1) a Defeasance Trust), (i) upon the maturity of payment default on any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless has occurred and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, continuing beyond any applicable grace period with respect thereto; or (ii2) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Defaultdefault referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due accelerate the maturity thereof and payable and (ii) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 10.04. The Company may resume payment on the Securities and may acquire Securities if and when: (A) the default referred to above is cured or waived; or (B) in the case of a default referred to in clause (2) of the preceding paragraph, 179 or more days pass after the receipt by the Company of the notice described in clause (2) above; and this Article 10 otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact shall then have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of made known to the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedTrustee or, as the case may be, if at such Holder, then and in such event such payment (except for a payment made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities) shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or on behalf of the person holding such payment for the benefit of the holders of the Senior Indebtedness. Nothing contained in this Article 10 or elsewhere in this Indenture or in any time of the Securities shall prevent the conversion by a Holder of any Securities into Common Stock in accordance with the provisions for conversion of such Securities set forth in this Indenture, including the payment of cash in lieu of fractional shares of Common Stock in accordance with Article 11 in the event of an occurrence of the events described in this Section 10.04. The provisions of this Section shall not apply to any payment of any Senior Indebtedness is rescinded or must otherwise with respect to which Section 10.02 would be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeapplicable.

Default on Senior Indebtedness. (a) No The Company shall not make any payment (by set-off or otherwise) shall be made by distribution upon or on behalf in respect of the Company on account of Securities (except from the principal of, premium, trust described in Article VIII) if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of a default in the payment of any principal of, premium, if any, or interest on Obligations with respect to Designated Senior Indebtedness Debt of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise is continuing (a "PAYMENT DEFAULTpayment default")) or any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms or (ii) a default, unless other than a payment default, occurs and until is continuing with respect to Designated Senior Debt of the Company that permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity (a "non-payment default") and, in the case of both this clause (iii) only, the Trustee receives a notice of such default (a "Payment Blockage Notice") from a Representative for, or the holders of a majority of the outstanding principal amount, of any such issue of Designated Senior Debt of the Company. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and, in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (ii)b) in case of a non-payment default, the earlier of the date on which such Payment Default has been non-payment default is cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above (received, unless the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesNotice. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no No non-payment default that existed upon or was continuing on the date of such delivery of any Payment Blockage Notice to the Trustee (it being acknowledged that (x) any action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any Event of Default pursuant to any provision under which an Event of Default previously existed (or was continuing at the commencement time of delivery of such Payment Blockage Period Notice) shall constitute a new Event of Default for this purpose and (whether or not such y) any breach of a financial covenant giving rise to a non-payment default for a period ending subsequent to the date of delivery of respective Payment Blockage Notice shall constitute a new event of default is on the same issue of Senior Indebtednessfor this purpose) shall be, or be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No If there exists a default in the payment when due (by set-off whether at maturity or upon acceleration or mandatory prepayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness and such default shall not have been cured, or such default, or the benefits of this sentence, shall not have been waived in writing by or on behalf of the holders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on the Notes which the holders of the Notes would then be entitled to receive, but for the provisions of this subsection 7.3(a), shall instead be paid over to the holders of such Senior Indebtedness or their Representative until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the holders of the Notes of any principal of or interest on the Notes. (b) The Company may not, directly or indirectly, make any payment on account of the principal of or interest on the Notes during the period (a "DEFERRAL PERIOD") from the date the Company receives from the Agent under the Credit Agreement, an effective notice (a "DEFERRAL NOTICE") of: (i) the existence of a default in the payment when due (whether at maturity or upon acceleration or mandatory prepayment or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a "PAYMENT DEFAULT"); or (ii) the existence of any event of default (other than a Payment Default) under the Credit Agreement (a "SPECIFIED EVENT DEFAULT"), until the earlier of (i) the date such Payment Default or Specified Event Default is cured (if capable of being cured), waived in writing or otherwise ceases to exist, (ii) the date application of this subsection 7.3(b) has been waived in writing by the Agent under the Credit Agreement in accordance with the terms of the Credit Agreement and (iii) the 180th day after receipt by the Company of such Deferral Notice; PROVIDED, HOWEVER, that (x) only one Deferral Notice relating to the same Payment Default or Specified Event Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Event Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Event Defaults shall be effective until the later of (X) the date such subsequent Deferral Notice is received by the Company or (Y) the 365th day after receipt of the then most recent prior effective Deferral Notice. (c) Upon termination of any Deferral Period the Company shall resume payments on account of principal of and interest on the Notes subject to the obligation of the Company, and the holders of Notes (or their Representatives) to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on the Notes pursuant to the provisions of, and in the circumstances specified in, this Section 7. (d) So long as any Senior Indebtedness is outstanding under or with respect to the Credit Agreement, the holders of the Notes shall give the Agent under the Credit Agreement ten days' prior notice of any proposed acceleration with respect to the Notes. (e) In the event that, notwithstanding the foregoing provisions of Section 7.3(a), any payment shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness assets of the Company and received by lapse any holder of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or Notes at a time when such payment is duly provided for) or otherwise was prohibited by the provisions of Section 7.3(a), then such payment shall be held in trust for the benefit of and shall be immediately paid over to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be then due and payable and (ii) written notice of such event of default given or their Representative, for application to the Company and the Trustee by the Representative under the Credit Agreement or the holders payment in full of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which all Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared then due and payable in accordance with its entirety within 179 days terms (after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded giving effect to any prior or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid substantially concurrent payment to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date holders of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days). (f) The provisions of this Section 7.3 shall not modify or limit in any way the application of Section 7.2. The provisions of Sections 7.3(b) and (c) Upon shall not modify or limit in any distribution of assets of way the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions application of Section 1203 of this Indenture shall apply7.3(a). The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.7.4

Default on Senior Indebtedness. (a) No Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Payment Default and (2) receipt by the Trustee from the Company or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise) shall be made by or on behalf of the Company , on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Subordinated Obligations or on account of the redemption provisions purchase or redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Convertible DebenturesSecurities, for cash or property including any missed payments. (b) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Non-payment Default and (2) receipt by the Trustee from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than Junior Convertible Debentures any payments made pursuant to the provisions contained in Section 8.02 from monies or from a Defeasance Trust), (iU.S. Government Obligations previously deposited with the Trustee) upon the maturity or distribution of any Senior Indebtedness assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by lapse the Company including by way of time, acceleration (unless waived) set-off or enforcement of any guarantee or otherwise, on account of the Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities for a period (the "Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until all principal of(subject to any blockage of payments that may then be in effect under subsection (a) of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, premium(x) such Non-payment Default shall have been cured or waived in writing or shall have ceased to exist, if any, and the interest on (y) such Designated Senior Indebtedness are first has been discharged or paid in full in cash or Cash Equivalents or (or z) such payment is duly provided for) or otherwise Payment Blockage Period shall have been terminated by written notice to the extent Trustee from an authorized representative of the holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness initiating such Payment Blockage Period or from the holders of the Company having an aggregate at least a majority in principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"such Designated Senior Indebtedness), unless and until (after which, in the case of both clause (iw), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (ii2) above (the "Initial Blockage Period")) such . No more than one Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening Blockage Period may be commenced during any period of an 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default (other than a Payment Default) that permits the holder of with respect to Designated Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice which existed or was continuing on the date of such event the commencement of default given to the Company and the Trustee any Payment Blockage Period initiated by the Representative under the Credit Agreement or an authorized representative of the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under for such Designated Senior Indebtedness on account of the principal of, premium, if anyshall be, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures)be made, or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution In the event that, notwithstanding the foregoing provisions of assets of this Section, the Company upon shall make any dissolutionpayment to the Trustee (which is not paid over to Holders of Securities) prohibited by the foregoing provisions of this Section, winding upthen and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Period, total or partial liquidation or reorganization to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, prompt return to the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or otherwise as a similar proceeding or upon assignment for the benefit court of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture competent jurisdiction shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madedirect.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) No a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise grace (a "PAYMENT DEFAULTPayment Default"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist.; or (b) Upon (i) the happening of an event of default (a default, other than a Payment Default) Default on Senior Indebtedness occurs and is continuing that permits holders of the holder Senior Indebtedness as to which such default relates to accelerate its maturity (a "Nonpayment Default") and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Representative or Representatives of holders of at least a majority in principal amount of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trustthen outstanding. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default No Nonpayment Default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of any such Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive not less than 180 days.. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company, with notice and evidence of the occurrence of (c) or (d) provided to the Trustee, may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may beof a Payment Default, if at any time any payment upon the date on which the default is cured or waived, or (d) in the case of any Senior Indebtedness a default other than a NonPayment Default: 179 days after the date on which the applicable Payment Blockage Notice is rescinded or must otherwise be returned by any holder received, unless the maturity of such Senior Indebtedness upon has been accelerated, if this Article XV otherwise permits the insolvencypayment, bankruptcy distribution or reorganization acquisition at the time of the Company or otherwise, all as though such payment has not been madeor acquisition.

Default on Senior Indebtedness. (ai) No payment (by set-off or otherwise) shall may be made by hereunder, directly or on behalf of the Company on account indirectly, if a default in payment of the principal of, premium, if any, or interest on the Convertible Debentures on, or other Obligations with respect to any Senior Indebtedness, occurs (including any repurchases of Convertible Debentureseach, a “Senior Payment Default”), or on account by reason of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has Defaults have been cured or waived in accordance with the terms of the agreement, indenture or otherwise has ceased to existother document governing such Senior Indebtedness (as evidenced by a written waiver from the holders (or a Financial Representative thereof) of the applicable Senior Indebtedness). (bii) Upon (i) During the happening continuance of an any event of default with respect to any Senior Indebtedness (other than a Senior Payment Default), permitting the holders thereof (or their Financial Representative) that permits to accelerate the holder maturity thereof, no payment may be made hereunder, directly or indirectly, for a period (a “Payment Blockage Period”) commencing upon the receipt by Indemnitor of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice (a “Payment Blockage Notice”) of such event of default given from Persons entitled to the Company and the Trustee by the Representative give such notice under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, agreement pursuant to which that Senior Indebtedness may have been issued, that such an event of default has occurred and is designated by continuing and ending on the Company earliest of: ("Designated Senior Indebtedness"1) or their representative one hundred and eighty (a "PAYMENT NOTICE"), then, unless and until 180) days from the date of receipt of the Payment Blockage Notice; (2) the date such event of default has been cured or waived in accordance with the terms of such Senior Indebtedness; or otherwise has ceased to exist, no payment (3) the date such Payment Blockage Period shall have been terminated by set-off or otherwise) may be made by or on behalf of written notice from the Company which is an obligor under Person initiating such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Payment Blockage Period. Notwithstanding any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless until the Designated Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice and (y) any Payment Blockage Notice given by a holder of any Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after that is not the Senior Agent shall not be effective for any purposes. Transportation Systems shall deliver any Payment Blockage Notice is delivered as set forth above promptly to Indemnitee. (the "PAYMENT BLOCKAGE PERIOD"iii) (and such declaration has not been rescinded or waived), Indemnitor may resume payments hereunder at the end of the Payment Blockage PeriodPeriod unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to Senior Indebtedness are Paid in Full, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the so long as a Senior Payment Default has occurred and is continuing or a Payment Blockage Period due has commenced and is continuing, the Indemnitee shall not (and shall not permit any member of the Honeywell Group to) make, ▇▇▇ for, ask or demand from any member of the Transportation Systems Group payment of all or any of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in commencing, directly or indirectly cause any member of the Transportation Systems Group, or assist any member of the Transportation Systems Group in commencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict the Indemnitee from filing a proof of claim with respect to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of obligations hereunder in any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysInsolvency Proceeding. (cv) Upon any distribution Indemnitor shall promptly provide written notice to Indemnitee regarding the occurrence or termination of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madePayment Default.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the The Company on account of the may not ------------------------------ pay principal of, premium, or premium (if any, ) or interest on on, the Convertible Debentures (including Notes or make any repurchases of Convertible Debentures), or on account of deposit pursuant to the redemption provisions of Article 12 and may not otherwise purchase, ---------- redeem or otherwise retire any Notes (collectively, "pay the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), Notes") if (i) upon any ------------- - Senior Indebtedness is not paid when due in cash or Cash Equivalents or (ii) any -- other default on Senior Indebtedness occurs and the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first is accelerated in accordance with its terms (either such event, a "Payment Default") unless, in either case, (x) the Payment Default has been ---------------- - cured or waived and any such acceleration has been rescinded in writing or (y) - such Senior Indebtedness has been paid in full in cash or Cash Equivalents (or Equivalents; provided that the Company may pay the Notes without regard to the foregoing if -------- the Company and the Trustee receive written notice 117 approving such payment is duly provided for) or otherwise to from the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in Representative for the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of with respect to which the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) occurred and is continuing. In addition, during the happening continuance of an event of any default (other than a Payment Default) that permits the holder of with respect to any Designated Senior Indebtedness pursuant to declare which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace period (a "Non-payment Default"), the Company ------------------- may not pay the Notes for the period specified as follows (a "Payment Blockage ---------------- Period"). The Payment Blockage Period shall commence upon the receipt by the ------ Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of --------------- such Non-payment Default from the Representative for such Designated Senior Indebtedness specifying an election to be due effect a Payment Blockage Period and payable and shall end on the earliest to occur of the following events: (i) 179 days shall - have elapsed since such receipt of such Blockage Notice, (ii) the Non-payment -- Default giving rise to such Blockage Notice is no longer continuing (and no other Payment Default or Non-payment Default is then continuing), (iii) such --- Designated Senior Indebtedness shall have been discharged or repaid in full in cash or Cash Equivalents or (iv) such Payment Blockage Period shall have been -- terminated by written notice of such event of default given to the Company Trustee and the Trustee by Company from the Representative under Person or Persons who gave such Blockage Notice. The Company shall promptly resume payments on the Credit Agreement or Notes, including any missed payments, after such Payment Blockage Period ends, unless the holders of an aggregate such Designated Senior Indebtedness or the Representative of at least $50 million principal amount outstanding such holders have accelerated the maturity of any other such Designated Senior Indebtedness, which or any Payment Default otherwise exists. Not more than one Blockage Notice may be given in any 360 consecutive day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that if any Blockage Notice within such 360-day period is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made given by or on behalf of the Company which is an obligor under such any holders of Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from Bank Indebtedness, a Defeasance TrustRepresentative of holders of Bank Indebtedness may give another Blockage Notice within such period. Notwithstanding In no event may the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any total number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of days during which any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice in effect extend beyond 179 days from the Representative under date of receipt by the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets Trustee of the Company upon relevant Blockage Notice, and there must be a 181 consecutive day period during any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, 360 consecutive day period during which no Payment Blockage Period is in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeeffect.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the The Company on account of may not ------------------------------- pay the principal of, premium, premium (if any, ) or interest on the Convertible Debentures Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (including any repurchases of Convertible Debenturescollectively, "pay the Securities"), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures payments made with money or from a Defeasance Trust)U.S. Government Obligations previously deposited in the defeasance trust described under Article 8, if (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first is not paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts when due by settlement in other than cash or Cash Equivalents, or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on such Designated Senior Indebtedness of occurs and the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by accelerated in accordance with its terms unless, in either case, (x) the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded or otherwise (y) such Designated Senior Indebtedness has ceased been paid in full; provided, however, that the Company may pay -------- ------- the Securities without regard to exist, no the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (by set-off i) or otherwise(ii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be made accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice -------- ------- within such 360-day period is given by or on behalf of the Company which is an obligor under such any holders of Designated Senior Indebtedness on account other than the Bank Indebtedness, the Representative of the principal ofBank Indebtedness may give another Blockage Notice within such period; provided -------- further, premiumhowever, if anythat in no event may the total number of days during which any ------- ------- Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or interest event of default that existed or was continuing on the Convertible Debentures (including any repurchases date of the commencement of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made Payment Blockage Period with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness in respect of which initiating such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to shall be, or be made, the foregoing prohibitions and to resume all other payments as and when due on basis of the Convertible Debentures. Any number commencement of a subsequent Payment Notices may be given; PROVIDED that (i) Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of If any Senior Indebtedness of the Company by lapse of timeis not paid when due, acceleration the Company may not: (unless waivedi) pay, directly or otherwiseindirectly, unless and until all principal of, premium, premium (if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including Securities or any repurchases of other Obligations under or in connection with the Securities, this Indenture and/or any of the Convertible Debentures)related agreements, documents or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be giveninstruments; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon make any deposit pursuant to Article 8; or (iii) repurchase, redeem or otherwise retire any Securities (collectively "pay the date of such Payment Notice or Subordinated Debt") unless the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period or such Senior Indebtedness has been paid in full in cash. (b) If any default on any Senior Indebtedness of at least 90 consecutive daysthe Company (other than as set forth in Section 10.3(a)) occurs and such Senior Indebtedness is accelerated in accordance with its terms, the Company may not pay the Subordinated Debt, unless the default shall have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. (c) Upon Notwithstanding Sections 10.3(a) and (b), the Company may pay the Subordinated Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the continuance of any distribution of assets default (other than a default described in Sections 10.3(a) and (b)) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been waived in writing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any dissolutionconsecutive 365-day period, winding upirrespective of the number of such nonpayment defaults with respect to Designated Senior Indebtedness during such period. (d) The Company covenants that it will, total or partial liquidation or reorganization upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and the Representative of each class of Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, whether voluntary or involuntaryfrom the Representative of any class of Senior Indebtedness, notice in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for writing controverting any of the benefit statements made therein. Not less than 10 days prior to making any distribution in respect of creditors or any marshalling of assets or liabilitiesSenior Indebtedness pursuant to this Section, the provisions of Section 1203 of this Indenture Trustee shall apply. The subordination provisions hereof shall continue deliver to be effective or be reinstated, as the case may be, if at any time any payment each Representative of any class of Senior Indebtedness is rescinded copies of the most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or must otherwise be returned by any holder to become due on or in respect of such Senior Indebtedness upon (whether or not an event of default has occurred thereunder or such Senior Indebtedness is, or has been declared to be, due and payable prior to the insolvency, bankruptcy or reorganization date on which it otherwise would have become due and payable) before the Holders shall be entitled to receive any payment in respect of the Company or otherwise, all as though such payment has not been madeSecurities.

Default on Senior Indebtedness. (a) No direct or indirect payment (by set-off or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on of the holders of Senior Indebtedness. (b) shall In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise with respect to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash EquivalentsSecurities, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at during a date fixed for prepayment or by declaration or otherwise period (a "PAYMENT DEFAULTPayment Blockage Period"), unless and until (in ) commencing on the case date of both (i) and (ii)) receipt of such Payment Default has been cured or waived or otherwise has ceased Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to exist. the contrary, (bx) Upon (i) the happening of an in no event of default (other than will a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of date the Payment Blockage Period, the Company shall Notice in respect thereof was given and (y) there must be required to pay all sums not paid to the Holders of the Convertible Debentures 180 days in any 360-day period during the which no Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesis in effect. Any number of Payment Notices may be given; PROVIDED that (i) not Not more than one Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period (whether may be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have has been cured or waived for a period of at least 90 not less than 180 consecutive days. (c) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by clause (a) or (b) of assets this Section 1402, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the Company, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness upon Indebtedness, before any payment or distribution is made to the insolvency, bankruptcy Holders or reorganization of to the Company or otherwise, all as though such payment has not been madeTrustee.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of Upon the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the final maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are shall first be paid in full in cash or Cash Equivalents (cash, or such payment is duly provided for) for in cash or otherwise in a manner satisfactory to the extent holders accept satisfaction of amounts due such Senior Indebtedness, before any payment is made by settlement Mark IV or any Person acting on behalf of Mark IV on account of the pr▇▇▇▇▇▇▇ or interest of the Securities. Until all Senior Indebtedness has been paid in other than full, in cash or Cash Equivalentscash equivalents, Mark IV may not, directly or indirectly, make any payment of principal ▇▇ ▇▇▇erest on the Securities and may not acquire any Securities for cash or property or make any other distribution with respect to the Securities if: (iii) in the event of a default in the payment of any the principal of, premium, if any, or interest on or the payment of other amounts due under or in connection with any Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise is continuing (a "PAYMENT DEFAULTPayment Default"), ) unless and until (in the case of both (i) and (ii)) such Payment Default default has been cured or waived or otherwise has ceased to exist.waived; or (bii) Upon (i) the happening of an event of default (a default, other than a Payment Default) , on any Senior Indebtedness occurs and is continuing that then permits the holder holders (or the agent) of Senior Indebtedness to declare such Senior Indebtedness to be due accelerate its maturity (a "Non-Payment Default"), and payable such default is either the subject of judicial proceedings or the Trustee and (ii) written such Paying Agent receive a notice of the default from a person who may give it pursuant to Section 10.11 at least two Business Days prior to the relevant payment date; PROVIDED, HOWEVER, that only one such notice relating to the same event of default given to or any other default existing at the Company and the Trustee by the Representative time of such notice under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness may be given during any 365 consecutive day period. Mark IV shall resume payments on the Securities and may acquire them u▇▇▇ ▇▇▇ earlier of when (a) the default is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased (b) in the case of a default referred to existin Section 10.03(ii) above, the 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non-Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage Period"). In addition, no payment (by set-off default which existed or otherwise) may be made by or was continuing on behalf the date of the Company commencement of any Payment Blockage Period with respect to the Senior Indebtedness and which is an obligor under was known to the holders (or agent) of such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under holders (or the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (cagent) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon whether or not within a period of 365 consecutive days unless and until all scheduled payments of principal or interest then due and payable have been made on the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeSecurities.

Default on Senior Indebtedness. (a) No The Company also may not make any payment (by set-off of principal, premium and interest on the Notes upon or otherwise) shall be made by or on behalf in respect of the Company Notes whether on account of principal, interest, premiums or otherwise (other than as set forth in Section 12.2(b) hereof) if: (i) a default in the principal ofpayment of the principal, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness occurs and is continuing beyond any applicable period of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, grace; or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on occurs and is continuing with respect to Senior Indebtedness or would occur as a consequence of such payment that permits holders of the Company having an aggregate principal amount outstanding in excess Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise such default (a "PAYMENT DEFAULTPayment Blockage Notice"), unless ) from the holders of any such Senior Indebtedness. The Company may and until shall resume payment on the Notes: (1) in the case of both (i) and (ii)) a payment default, upon the date on which such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no and (2) in the case of a non-payment (by set-off or otherwise) may be made by or on behalf default, the earlier of the Company which is an obligor under such Designated Senior Indebtedness date on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists other Default is cured or waived or otherwise has been declared due and payable in its entirety within ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is delivered as set forth above received, unless, in the case of either clause (1) or (2), the "PAYMENT BLOCKAGE PERIOD") (maturity of any Senior Indebtedness has been accelerated, and such declaration has not been rescinded or waived), at acceleration remains in full force and effect. No new period of payment blockage may be commenced within 360 days after the end receipt by the Trustee of the any prior Payment Blockage PeriodNotice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless the maturity of any Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. The Company shall be required to pay all sums not paid give prompt written notice to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period Trustee of any 360 consecutive days, and (ii) no default that existed upon in the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such acceleration under any Senior Indebtedness upon or under any agreement pursuant to which Senior Indebtedness may have been issued. Failure to give such notice shall not affect the insolvency, bankruptcy or reorganization subordination of the Company Notes to the Senior Indebtedness or otherwise, all as though such payment has not been madethe application of the other provisions provided in this Article XII.

Default on Senior Indebtedness. (a) No The Company may not make a ------------------------------ Conversion Payment or make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofPrincipal Amount at Stated Maturity, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Change in Control Purchase Price or interest, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account in respect of the redemption provisions of Securities nor may the Convertible Debentures, Company pay cash with respect to the Purchase Price or acquire any Securities for cash or property (except as otherwise provided by Article XI and other than Junior Convertible Debentures or from for Capital Stock of the Company) if: (1) a Defeasance Trust), (i) upon the maturity of payment default on any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless has occurred and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of continuing beyond any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist.applicable grace period with respect thereto; or (b2) Upon (i) the happening of an event of a default (other than a Payment Defaultdefault referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due accelerate the maturity thereof and payable and (ii) written the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such event of default given notice pursuant to the Company and the Trustee by the Representative under the Credit Agreement instrument evidencing or the holders of an aggregate of at least $50 million principal amount outstanding of any other document governing such Senior Indebtedness, which Senior Indebtedness is designated by . If the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in receives any such casenotice, other than payments made with Junior Convertible Debentures or from then a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety similar notice received within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid nine months thereafter relating to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no same default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior IndebtednessIndebtedness shall not be effective for purposes of this Section 10.04. The Company may resume payment on the Securities and may acquire Securities if and when: (a) the default referred to above is cured or waived; or (b) in the case of a default referred to in clause (2) of the preceding paragraph, 179 or more days pass after the receipt by the Company of the notice described in clause (2) above; and this Article X otherwise permits the payment or acquisition at that time. In the event that, notwithstanding the foregoing, the Company shall be made make any payment to the basis for Trustee or the commencement Holder of any other Payment Blockage Period unless Security prohibited by the foregoing provisions of this Section, and if such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default fact shall then have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of made known to the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstatedTrustee or, as the case may be, if at any time any such Holder, then and in such event such payment of any Senior Indebtedness is rescinded shall (to the extent permitted by law) be paid over and delivered forthwith to the Company by or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization on behalf of the Company or otherwise, all as though person holding such payment has not been madefor the benefit of the holders of the Senior Indebtedness.

Default on Senior Indebtedness. (a) No The Company and the Guarantors may not make any payment (by set-off or otherwise) shall be made by distribution to the Trustee or on behalf any Holder in respect of Obligations with respect to the Company on account of Notes and the principal of, premium, if any, Note Guarantees and may not acquire from the Trustee or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, Holder any Notes for cash or property (other than (A) Permitted Junior Convertible Debentures or Securities and (B) payments and other distributions made from a Defeasance Trust), any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Indebtedness have been paid in full if: (i) upon a default in the maturity payment of any principal or other Obligations with respect to Senior Indebtedness occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Indebtedness; or (ii) a default, other than a default under clause (i), on Senior Indebtedness occurs and is continuing that then permits holders of the Company by lapse Senior Indebtedness to accelerate its maturity and the Trustee receives a Payment Blockage Notice from a Person who may give it pursuant to Section 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of time, acceleration (unless waived) or otherwise, this Section unless and until (A) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all principal ofscheduled payments of principal, premium, if any, and the interest on such Senior Indebtedness are first the Notes that have come due have been paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trustcash. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no No nonpayment default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of such any Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (cb) Upon any distribution of assets The Company and the Guarantors may and shall resume payments on and distributions in respect of the Notes, and the Note Guarantees and the Company may acquire the Notes upon any dissolutionthe earlier of: (i) in the case of a default referred to in clause (i) of Section 10.03(a) hereof, winding upthe date upon which the default is cured or waived, total or partial liquidation or reorganization or (ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof, upon the earlier of the Company, whether voluntary date which such default is cured or involuntary, in bankruptcy, insolvency, receivership waived or a similar proceeding or upon assignment for 181 days after the benefit of creditors or any marshalling of assets or liabilities, Payment Blockage Notice was received if the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder maturity of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeaccelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) The Company shall be made by or on behalf of the Company on account of not pay the principal of, premium, premium (if any, ) or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account other payment obligations in respect of the redemption provisions of Securities or make any deposit pursuant to Section 8.1 or Section 8.2 and may not otherwise repurchase, redeem or otherwise retire any Securities (collectively, “pay the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), Securities”) if (i) upon any Senior Indebtedness is not paid when due in cash or Cash Equivalents (taking into account any applicable grace periods) or (ii) any other default on Senior Indebtedness occurs and the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash or Cash Equivalents (Equivalents; provided, however, that the Company may pay the Securities, without regard to the foregoing, if the Company and the Initial Holder or the Trustee receive written notice approving such payment is duly provided forfrom the Representative of the Senior Indebtedness with respect to which either of the events set forth in clause (i) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in of this sentence has occurred and is continuing. During the event of default in the payment continuance of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Defaultdefault described in clause (i) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Initial Holder or the Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such event default from the Representative(s) of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the principal ofInitial Holder or Trustee and the Company from the Person or Persons who gave such Blockage Notice, premium, if any, (ii) because the default giving rise to such Blockage Notice is no longer continuing or interest on (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoingimmediately preceding sentence, unless the holders of such Designated Senior Indebtedness in respect or the Representative(s) of which such event holders shall have accelerated the maturity of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage PeriodDesignated Senior Indebtedness, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to may resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon Securities after the date of such Payment Notice or the commencement end of such Payment Blockage Period (whether including any missed payments). Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or not on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representatives of the Bank Indebtedness may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.3, no default or event of default is that existed or was continuing on the same issue date of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless with respect to the Designated Senior Indebtedness initiating such other Payment Blockage Period is commenced shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by a Payment Notice from the Representative under the Credit Agreement and of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No direct or indirect payment (by set-off or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on of the holders of Senior Indebtedness. (b) shall In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to ex- ist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise with respect to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash EquivalentsSecurities, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at during a date fixed for prepayment or by declaration or otherwise period (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (and such declaration has not been rescinded or waived), at x) in no event will a Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage Period, the Company shall Notice in respect thereof was given and (y) there must be required to pay all sums not paid to the Holders of the Convertible Debentures 180 days in any 360-day period during the which no Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesis in effect. Any number of Payment Notices may be given; PROVIDED that (i) not Not more than one Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period (whether may be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have has been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of assets this section, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the Company, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness upon Indebtedness, before any payment or distribution is made to the insolvency, bankruptcy Holders or reorganization of to the Company or otherwise, all as though such payment has not been madeTrustee.

Default on Senior Indebtedness. (a) No direct or indirect payment (by set-off or on behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on of the holders of Senior Indebtedness. (b) shall In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise with respect to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash EquivalentsSecurities, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at during a date fixed for prepayment or by declaration or otherwise period (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. (and such declaration has not been rescinded or waived)c) Notwithstanding anything herein to the contrary, at (x) in no event will a Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage Period, the Company shall Notice in respect thereof was given and (y) there must be required to pay all sums not paid to the Holders of the Convertible Debentures 180 days in any 360-day period during the which no Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesis in effect. Any number of Payment Notices may be given; PROVIDED that (i) not Not more than one Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period (whether may be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have has been cured or waived for a period of at least not less than 90 consecutive days. (cd) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of assets this Section 13.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the Company, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness upon Indebtedness, before any payment or distribution is made to the insolvency, bankruptcy Holders or reorganization of to the Company or otherwise, all as though such payment has not been madeTrustee.

Default on Senior Indebtedness. (a) No In the event and during the continuation of any default by the Corporation in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal ofprincipal, premium, if anyinterest or any other payment due on any Senior Indebtedness, or interest on in the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon event that the maturity of any Senior Indebtedness has been accelerated because of a default and such acceleration has not been rescinded or canceled, then, in either case, no payment shall be made by the Company by lapse Corporation with respect to the principal (including prepayment payments) of time(or premium, acceleration (unless waivedif any) or otherwise, unless interest on the Securities (including Compounded Interest and until all principal of, premiumAdditional Sums, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premiumLiquidated Damages, if any, or interest any other amounts which may be due on Senior Indebtedness of the Company having an aggregate principal Securities pursuant to the terms hereof or thereof). This restriction does not apply if the total amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness in default is less than $100,000; PROVIDED, such default does not relate to be due the indebtedness under the loan agreement by and payable between the Corporation and (ii) written notice LaSalle National Bank currently outstanding as of such the date hereof. In the event of default given to the Company and acceleration of the Trustee by maturity of the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior IndebtednessSecurities, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, then no payment (by set-off or otherwise) may shall be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of Corporation with respect to the principal of(including prepayment payments) of (or premium, premiumif any) or interest on the Securities (including Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of amounts which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall may be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number Securities pursuant to the terms hereof or thereof) until the holders of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon all Senior Indebtedness outstanding at the date time of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) acceleration shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntaryreceive payment, in bankruptcyfull, insolvency, receivership of all Allocable Amounts due on or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder in respect of such Senior Indebtedness (including any amounts due upon acceleration). In the insolvencyevent that, bankruptcy notwithstanding the foregoing, any payment is received by the Debenture Trustee, or reorganization any Securityholder, when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Debenture Trustee (if the notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Company Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or otherwise, all as though their representative or representatives or a trustee) notify the Debenture Trustee in writing within 90 days of such payment has not been madeof the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Debenture Trustee shall be paid to the holders of such Senior Indebtedness.

Default on Senior Indebtedness. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) declaration or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premiuminterest on, if anyunpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by the Issuer or any other Person on the Issuer’s behalf with respect to any principal of, interest on Senior Indebtedness or other amounts owing in respect of the Company having an aggregate principal amount outstanding in excess Subordinated Notes or to acquire any of $5.0 million when it becomes due and payablethe Subordinated Notes for cash, whether at maturity property or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to existotherwise. (b) Upon (i) the happening of an If any other event of default (other than a Payment Default) that permits the holder of occurs and is continuing with respect to any Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of Indebtedness, as such event of default given to is defined in the Company and the Trustee by the Representative under the Credit Agreement instrument creating or evidencing such Senior Indebtedness, permitting the holders of an aggregate of at least $50 million principal amount such Senior Indebtedness then outstanding of any other to accelerate the maturity thereof and if the representative (as defined in the applicable instrument creating or evidencing such Senior Indebtedness, which ) for the respective issue of Senior Indebtedness is designated by gives written notice of the Company ("Designated Senior Indebtedness") or their representative event of default to the Trustee (a "PAYMENT NOTICE"“Default Notice”), then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to exist, no payment (by set-off exist or otherwise) may be made by or on behalf the Trustee receives notice from the representative for the respective issue of the Company which is an obligor under such Designated Senior Indebtedness on account of terminating the principal of, premium, if any, or interest on the Convertible Debentures Blockage Period (including any repurchases of any of the Convertible Debenturesas defined below), or on account of during the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment delivery of such Default Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived“Blockage Period”), at neither the end Issuer nor any other Person on the Issuer’s behalf shall: (1) make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in respect of the Payment Subordinated Notes; or (2) acquire any of the Subordinated Notes for cash, property or otherwise. (c) Notwithstanding anything herein to the contrary, in no event will a Blockage PeriodPeriod extend beyond 179 days from the date the payment on the Subordinated Notes was due and only one such 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 Blockage Period with respect to the Senior Indebtedness shall be, or be made, the Company shall be required to pay all sums not paid to the Holders basis for commencement of the Convertible Debentures during the Payment a second Blockage Period due to by the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number representative of Payment Notices may be given; PROVIDED that (i) such Senior Indebtedness whether or not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period days unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (cd) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of assets this Section 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the CompanyIssuer, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. (e) This Indenture does not restrict the amount of the Issuer’s or the applicable Issuer’s Subsidiaries’ Senior Indebtedness upon or other indebtedness. As a result of the foregoing provisions, in the event of the Issuer’s insolvency, bankruptcy or reorganization Holders of the Company or otherwise, all as though such payment has not been madeSubordinated Notes may recover ratably less than the Issuer’s general creditors.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the The Company on account of may not pay the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premiumLiquidated Damages, if any, with respect to the Notes and may not make any deposit for the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) purpose of the discharge of its liabilities pursuant to this Indenture and may not repurchase, redeem or otherwise to retire any Notes (collectively, "pay the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or Notes") if: (ii1) in the event of a default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due occurs and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist.is continuing beyond any applicable grace period; or (b2) Upon (i) the happening of an event of any other default (other than a Payment Default) that permits the holder of on Senior Indebtedness to declare occurs and the maturity of such Senior Indebtedness to be due and payable and is accelerated in accordance with its terms unless in either case, (iiA) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded, or otherwise (B) such Senior Indebtedness has ceased to exist, no payment been paid in full. During the continuance of any default (by set-off other than a default described in clause (1) or otherwise(2) may be made by or on behalf of the Company which is an obligor under such preceding paragraph) with respect to any Designated Senior Indebtedness on account of pursuant to which the principal of, premium, if any, maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or interest on the Convertible Debentures (including any repurchases expiration of any applicable grace periods, the Company may pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Convertible Debentures), or on account representative of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required specifying an election to pay all sums not paid to the Holders of the Convertible Debentures during the effect a Payment Blockage Period due to the foregoing prohibitions (a "Blockage Notice") and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive daysending 179 days thereafter, and (ii) no default that existed upon the date of such Payment Notice or the commencement of earlier if such Payment Blockage Period is terminated: (whether 1) by written notice to the Trustee and the Company from the Person or not Persons who gave such event Blockage Notice; (2) by repayment in full of default is on the same issue of such Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.; or

Default on Senior Indebtedness. (a) No The Company may not make any payment (by set-off or otherwise) shall be made by distribution to the Trustee, any Paying Agent or on behalf any holder of Notes in respect of Obligations with respect to the Company on account Notes and may not acquire from the Trustee or any holder of the principal of, premium, if any, or interest on the Convertible Debentures (including Notes any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Notes until all Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first has been paid in full in cash or Cash Equivalents (U.S. Government Obligations or such other payment is duly provided for) or otherwise satisfactory to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or the Senior Indebtedness if: (iii) in the event of a default in the payment of any principal of, premium, if any, interest, rent or interest on other Obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise default (a "PAYMENT DEFAULTPayment Blockage Notice")) from the Company or a Representative or holder of Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to this Section 6.3, no subsequent Payment Blockage Notice shall be effective for purposes of such Section unless and until (in the case of both (i) and (ii)) such at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable Blockage Notice and (ii) written notice all scheduled payments of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal ofprincipal, premium, if any, or and interest on the Convertible Debentures (including any repurchases Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Convertible Debentures)Notes and may acquire them upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or on account or (2) in the case of a default referred to in Section 6.3(ii) hereof, 179 days pass after notice is received if the redemption provisions maturity of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded accelerated, if this Article otherwise permits the payment, distribution or waived), acquisition at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date time of such Payment Notice payment, distribution or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysacquisition. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf Neither the Issuer of a Subordinated Series nor the Company on account Guarantors of a Subordinated Series may pay the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofprincipal, premium, if any, and the interest on or other amounts with the Securities of a Subordinated Series or make any deposit pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire any Securities of such Subordinated Series (collectively, "pay the Subordinated Series") if (1) any Senior Indebtedness as to such series is not paid when due or (2) any other default on Senior Indebtedness as to such series occurs and the maturity of such Senior Indebtedness are first paid is accelerated in full accordance with its terms unless, in cash or Cash Equivalents either case, (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (iA) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived and any such acceleration has been rescinded or otherwise has ceased to exist, no payment (by set-off or otherwiseB) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account has been paid in full. (b) The Issuer of a Subordinated Series and the principal ofGuarantors of a Subordinated Series may pay the Subordinated Series without regard to the provisions of Section 11.03(a) if the Company, premiumsuch Issuer, such Guarantors and the Trustee of such Subordinated Series receive written notice approving such payment from the Representatives, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account Senior Indebtedness with respect to which either of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as events set forth above in clause (the "PAYMENT BLOCKAGE PERIOD"1) or (and such declaration 2) of Section 11.03(a) has not been rescinded occurred or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive dayscontinuing. (c) Upon During the continuance of any distribution default (other than a default described in clause (1) or (2) of assets Section 11.03(a)) with respect to any [DESIGNATED SENIOR INDEBTEDNESS] pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, neither the Issuer of the Company upon any dissolution, winding up, total or partial liquidation or reorganization Subordinated Series nor the Guarantors of the CompanySubordinated Series may pay the Subordinated Series for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Issuer and such Guarantors) of written notice (a "Blockage Notice") of such default from the Representative, whether voluntary if any, of such [DESIGNATED SENIOR INDEBTEDNESS] specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or involuntaryearlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee, such Issuer and such Guarantors from the Person or Persons who gave such Blockage Notice, (2) by repayment in bankruptcy, insolvency, receivership full of such [DESIGNATED SENIOR INDEBTEDNESS] or a similar proceeding or upon assignment for (3) because the benefit of creditors or any marshalling of assets or liabilities, default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions of Section 1203 described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Indenture shall apply. The subordination provisions hereof shall continue to be effective Section), unless the holders of such [DESIGNATED SENIOR INDEBTEDNESS] or be reinstated, as the case may beRepresentative, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder any, of such Senior Indebtedness upon holders shall have accelerated the insolvencymaturity of such [DESIGNATED SENIOR INDEBTEDNESS], bankruptcy or reorganization such Issuer and such Guarantors may resume payments on the Securities of such Subordinated Series after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the Company or otherwise, all as though number of Defaults with respect to [DESIGNATED SENIOR INDEBTEDNESS] during such payment has not been madeperiod.

Default on Senior Indebtedness. (a) No In the event and during the continuation of any default by the Company in the payment (by set-off of principal, premium, interest or otherwise) any other payment due on any Senior Indebtedness continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness, unless and until such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then no payment shall be made by or on behalf of the Company on account of with respect to the principal ofof (including redemption payments, if any), premium, if any, or interest on the Convertible Debentures (including Securities. In the event of any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property default (other than Junior Convertible Debentures or from a Defeasance Trust), (idefault described in the immediately preceding paragraph) upon by the maturity Company under the terms of any instrument evidencing any Senior Indebtedness, continuing beyond the period of grace, if any, specified in such instrument, written notice of which default shall have been given by any holder of such Senior Indebtedness of to the Company by lapse of time, acceleration (unless waived) or otherwiseTrustee, unless and until all principal of, premium, if any, and the interest on earlier of (i) such Senior Indebtedness are first paid in full in cash default shall have been cured or Cash Equivalents (waived or such payment is duly provided for) or otherwise shall have ceased to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalentsexist, or (ii) in the event continuation of such default in for a period of one hundred eighty days after notice of the occurrence of such default shall have been given to the Trustee, no payment shall be made by the Company with respect to the principal of any principal of, premium(including redemption payments, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including Securities. Notwithstanding anything contained herein to the contrary, so long as the Company shall be prohibited from making any repurchases of any of the Convertible Debentures), or payment on account of the redemption provisions Securities pursuant to the foregoing paragraphs, neither the Trustee nor any Holders shall take any action to (i) collect, demand payment of or accelerate any of the Convertible DebenturesSecurities, (ii) foreclose or otherwise realize upon any security for the Securities, (iii) initiate against the Company any proceeding under any bankruptcy, reorganization, moratorium, insolvency or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally, or (iv) exercise any such caseof their other rights or remedies against the Company under this Indenture or otherwise, unless and until a proceeding shall have been commenced against the Company under any bankruptcy, reorganization, moratorium, insolvency or other than payments made with Junior Convertible Debentures or similar laws from a Defeasance Trusttime to time in effect affecting the enforcement of creditors' rights generally. Notwithstanding In the event that, notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company any payment shall be required to pay all sums not paid to received by the Holders Trustee when such payment is prohibited by the preceding paragraph of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice this Section 1202, such payment shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors of, and shall be paid over or any marshalling of assets or liabilitiesdelivered to, the provisions holders of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by their respective representatives, or to the trustee or trustees under any holder indenture pursuant to which any of such Senior Indebtedness upon may have been issued, as their respective interests may appear, but only to the insolvency, bankruptcy or reorganization extent that the holders of the Company Senior Indebtedness (or otherwise, all as though their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment has not been madeof 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 Senior Indebtedness.

Default on Senior Indebtedness. The Company may not make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Notes to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) No a default in the payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the Convertible Debentures (including any repurchases of Convertible Debentures)agreement, indenture, or other document governing the Senior Indebtedness; or (b) a default, other than a default referred to in subparagraph (a) above, on account Senior Indebtedness occurs and is continuing that permits holders of the redemption provisions Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the Convertible Debentures, for cash or property default (other than Junior Convertible Debentures or a "Payment Blockage Notice") from a Defeasance Trust), (ithe Representative of holder(s) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid then outstanding. No default specified in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. this subparagraph (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of any such Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive not less than 180 days.. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (ci) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may beof a default referred to in Section 15.4(a) hereof, if at any time any payment upon the date on which the default is cured or waived, or (ii) in the case of any Senior Indebtedness a default referred to in Section 15.4(b) hereof, 179 days after the date on which the applicable Payment Blockage Notice is rescinded or must otherwise be returned by any holder received, unless the maturity of such Senior Indebtedness upon has been accelerated. No new period of payment blockage may be commenced within 360 days after the insolvencyreceipt by the Trustee of any prior Payment Blockage Notice, bankruptcy if, AND ONLY IF, this Article XV otherwise permits the payment, distribution or reorganization acquisition at the time of the Company or otherwise, all as though such payment has not been madeor acquisition.

Default on Senior Indebtedness. (a) No Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Payment Default and (2) receipt by the Trustee from the Company or a holder of Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to the provisions contained in Section 8.02 from monies or U.S. Government Obligations previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by the Company including by way of set-off or enforcement of any guarantee or otherwise) shall be made by or on behalf of the Company , on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Subordinated Obligations or on account of the redemption provisions purchase or redemption, deposit for defeasance or other acquisition of Securities unless and until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents, after which the Company shall resume making any and all required payments in respect of the Convertible DebenturesSecurities, for cash or property including any missed payments. (b) Unless Section 10.02 shall be applicable, upon (1) the occurrence of a Non-Payment Default and (2) receipt by the Trustee from an authorized representative of the holders of Designated Senior Indebtedness of written notice of such occurrence, then no payment (other than Junior Convertible Debentures any payments made pursuant to the provisions contained in Section 8.02 from monies or from a Defeasance Trust), (iU.S. Government Obligations previously deposited with the Trustee) upon the maturity or distribution of any Senior Indebtedness assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), shall be made by lapse the Company including by way of time, acceleration (unless waived) set-off or enforcement of any guarantee or otherwise, on account of the Subordinated Obligations or on account of the purchase or redemption, deposit for defeasance or other acquisition of Securities for a period (the “Payment Blockage Period”) commencing on the date of receipt by the Trustee of such notice from an authorized representative of the holders of Designated Senior Indebtedness or the Company at the direction of such representative unless and until all principal of(subject to any blockage of payments that may then be in effect under subsection (a) of this Section) (w) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, premium(x) such Non-Payment Default shall have been cured or waived in writing or shall have ceased to exist, if any, and the interest on (y) such Designated Senior Indebtedness are first has been discharged or paid in full in cash or Cash Equivalents or (or z) such payment is duly provided for) or otherwise Payment Blockage Period shall have been terminated by written notice to the extent Trustee from an authorized representative of the holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness initiating such Payment Blockage Period or from the holders of the Company having an aggregate at least a majority in principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"such Designated Senior Indebtedness), unless and until (after which, in the case of both clause (iw), (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Notwithstanding any other provision of this Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to in clause (ii2) above (the “Initial Blockage Period”)) such . No more than one Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening Blockage Period may be commenced during any period of an 365 consecutive days. Notwithstanding any other provision of this Indenture, no event of default (other than a Payment Default) that permits the holder of with respect to Designated Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice which existed or was continuing on the date of such event the commencement of default given to the Company and the Trustee any Payment Blockage Period initiated by the Representative under the Credit Agreement or an authorized representative of the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Designated Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under for such Designated Senior Indebtedness on account of the principal of, premium, if anyshall be, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures)be made, or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other a second Payment Blockage Period for such Designated Senior Indebtedness, whether or not within the Initial Blockage Period, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution In the event that, notwithstanding the foregoing provisions of assets of this Section, the Company upon shall make any dissolutionpayment to the Trustee (which is not paid over to Holders of Securities) prohibited by the foregoing provisions of this Section, winding upthen and in such event such payment shall be paid over to the authorized representatives of such Designated Senior Indebtedness initiating the Payment Blockage Period, total or partial liquidation or reorganization to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, prompt return to the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or otherwise as a similar proceeding or upon assignment for the benefit court of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture competent jurisdiction shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madedirect.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall may be made by or on behalf of the Company or a Guarantor, as applicable, on account of any Obligation in respect of the Notes, including the principal of, premium, if any, or interest on the Convertible Debentures Notes (including any repurchases of Convertible DebenturesNotes), or on account of the redemption provisions of the Convertible Debentures, Notes for cash or property (other than Junior Convertible Debentures or from a Defeasance TrustSecurities), (i) upon the maturity of any Senior Indebtedness of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULTPayment Default"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) . Upon (i) the happening of an event of default (other than a Payment Default) Default that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 5.0 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICEPayment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor which is an obligor under such Designated Senior Indebtedness on account of any Obligation in respect of the Notes, including the principal of, premium, if any, or interest on the Convertible Debentures Notes, (including any repurchases of any of the Convertible DebenturesNotes), or on account of the redemption provisions of the Convertible DebenturesNotes, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance TrustSecurities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIODPayment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required to pay all sums not paid to the Holders holders of the Convertible Debentures Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesNotes. Any number of Payment Notices may be given; PROVIDED provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such other Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is commenced by an event that would also have been a Payment Notice from the Representative separate breach pursuant to any provision under the Credit Agreement and such which a prior event of default previously existed, shall have been cured or waived constitute a new event of default for a period of at least 90 consecutive daysthis purpose). (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of the Company on account Issuer of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures)Securities, or on account whether pursuant to the terms of the redemption provisions Securities or upon acceleration, by way of the Convertible Debenturesrepurchase, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust)redemption, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) defeasance or otherwise, unless and until all principal ofwill be made if, premiumat the time of such payment, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of there exists a default in the payment when due of all or any portion of the obligations under or in respect of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payableIndebtedness, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a "PAYMENT DEFAULT")otherwise, unless and until (in the case of both (i) and (ii)) such Payment Default has default shall not have been cured or waived or otherwise has ceased to existthe benefits of this sentence waived by or on of the holders of Senior Indebtedness. (b) Upon (i) In addition, during the happening continuance of an any non-payment default or non-payment event of default (other than a Payment Default) that permits the holder of with respect to any Senior Indebtedness pursuant to declare which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such Senior Indebtedness to be due and payable and (ii) written notice or the trustee or agent acting on behalf of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment (by set-off of any kind or otherwise) may character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness Issuer on account of or with respect to the principal ofSecurities, premium, if any, or interest during a period (a "Payment Blockage Period") commencing on the Convertible Debentures (including any repurchases date of any receipt of such Payment Blockage Notice by the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance TrustTrustee and ending 179 days thereafter. Notwithstanding anything herein to the foregoingcontrary, unless the Designated Senior Indebtedness (x) in respect of which such no event of default exists has been declared due and payable in its entirety within will a Payment Blockage Period extend beyond 179 days after from the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of date the Payment Blockage Period, the Company shall Notice in respect thereof was given and (y) there must be required to pay all sums not paid to the Holders of the Convertible Debentures 180 days in any 360-day period during the which no Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debenturesis in effect. Any number of Payment Notices may be given; PROVIDED that (i) not Not more than one Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period (whether may be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such default or event of default shall have has been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon In the event that, notwithstanding the foregoing, any distribution payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of assets this section, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the Company upon trustee or trustees under any dissolutionindenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, winding upas their respective interests may appear, total or partial liquidation or reorganization of as calculated by the CompanyIssuer, whether voluntary or involuntaryto the extent necessary to pay such Senior Indebtedness in full, in bankruptcycash, insolvency, receivership after giving effect to any concurrent payment or a similar proceeding distribution to or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder holders of such Senior Indebtedness upon Indebtedness, before any payment or distribution is made to the insolvency, bankruptcy Holders or reorganization of to the Company or otherwise, all as though such payment has not been madeTrustee.

Default on Senior Indebtedness. (a) No payment or distribution of any assets of the Company of any kind or character, whether in Cash, property or securities (by set-off or otherwise) shall other than payments in the form of Permitted Junior Securities), may be made by or on behalf of the Company on account of the principal ofof or interest, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), Securities or on account of the purchase, redemption provisions or other acquisition of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) Securities upon the maturity occurrence of any Senior Indebtedness of Payment Default until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or the Company by lapse of time, acceleration (unless waived) senior indebtedness giving rise to such Payment Default shall have been discharged or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash Cash or Cash Equivalents equivalents (or such payment is duly provided for) or otherwise to the extent holders Holders accept satisfaction of amounts due by settlement in other than cash Cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"equivalents), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) No payment or distribution of any assets of the happening Company of an event of default any kind or character, whether in Cash, property or securities (other than a Payment Default) that permits payments in the holder form of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"Permitted Junior Securities), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal ofof or interest, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), Securities or on account of the purchase, redemption provisions or other acquisition of Securities during a Payment Blockage Period arising as a result of Non-Payment Default. A "Payment Blockage Period" will commence upon the date of receipt by the Trustee of written notice from the representative of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless holders of the Designated Senior Indebtedness in respect of which such event of default the Non-Payment Default exists has been declared due and payable in its entirety within shall end on the earliest of: (1) 179 days after thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (2) the date on which such Non-Payment Notice Default is delivered as set forth above cured, waived or ceases to exist; (3) the "PAYMENT BLOCKAGE PERIOD"date on which such Designated Senior Indebtedness is discharged or paid in full; or (4) (and the date on which such declaration has not Payment Blockage Period shall have been rescinded terminated by written notice to the Trustee or waived), at the end of Company from the representative initiating such Payment Blockage Period, ; after which the Company shall be will resume making any and all required to pay all sums not paid to the Holders payments in respect of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesSecurities, including any missed payments. Any number of Payment Notices may be given; PROVIDED that (i) not No more than one Payment Notice shall Blockage Period may be given within a commenced during any period of any 360 365 consecutive days, and (ii) no default . No Non-Payment Default that existed upon or was continuing on the date of such Payment Notice or the commencement of such any Payment Blockage Period (whether shall be, or not such event of default is on the same issue of Senior Indebtedness) shall can be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Period, unless such other Non-Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have Default has been cured or waived for a period of at least not less than 90 consecutive days. (c) Upon any distribution of assets of days subsequent to the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder commencement of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeinitial Payment Blockage Period.

Default on Senior Indebtedness. (a) No payment (Upon the final maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , all such Senior Indebtedness shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made by Borrower or any Person acting on behalf of the Company Borrower on account of the principal of, premium, if any, or interest on the Convertible Debentures any Junior Debt. (including b) Borrower may not pay any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, Junior Debt and may not acquire any Junior Debt for cash or property (other than Junior Convertible Debentures capital stock of Borrower or from a Defeasance Trust), Reorganization Securities) if: (i) upon a Payment Default on any Senior Indebtedness occurs and is continuing that results in the acceleration of the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or permits holders of such payment is duly provided for) or otherwise Senior Indebtedness to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or accelerate its maturity; or (ii) in Borrower receives from Lender a notice of a Nonpayment Default ("NONPAYMENT DEFAULT NOTICE"). If subsection 2.14 and the event other provisions of default in this Section 2 otherwise permit the payment or acquisition at that time, Borrower may resume regularly scheduled (unaccelerated) principal payments and interest payments on the Junior Debt and may resume payment of any principal of, premium, if any, other amounts due on the Junior Debt when the Payment Default or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding Nonpayment Default referred to in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both clauses (i) and (ii)) such Payment Default has been above is cured or waived or otherwise has ceased to exist. (b) Upon (i) acceleration of payment of the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and is rescinded or annulled. In addition, for purposes of clause (ii) written notice only of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"this subsection 2.3(b), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) Borrower may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest resume payments on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due Debt and payable in its entirety within 179 may acquire Junior Notes when 120 days pass after the Payment Nonpayment Default Notice is delivered as set forth above given (the "PAYMENT BLOCKAGE PERIOD") (and such declaration ); PROVIDED, that the Senior Indebtedness has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required accelerated prior to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement termination of such Payment Blockage Period (whether and subsection 2.14 and the other provisions of this Section 2 otherwise permit the payment with respect to the Junior Debt or the acquisition of the Junior Notes at that time; and PROVIDED, FURTHER, that while any number of such Nonpayment Default Notices may be given during any consecutive 360-day period, the aggregate number of days during which Payment Blockage Periods shall be in effect shall not exceed 120 days during any 360- day period. For all purposes of this subsection 2.3, no default which, to the knowledge of Lender or any other holder of Senior Indebtedness under the Senior Credit Agreement whereby such event of default is arises, existed or was continuing on the same issue date of Senior Indebtedness) the commencement of any Payment Blockage Period shall be, or be made made, the basis for the commencement of any other a second Payment Blockage Period Period, whether or not within a period of 360 consecutive days, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive not less than 180 days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, . Any Nonpayment Default Notice which fails to comply with the provisions of Section 1203 of this Indenture paragraph shall apply. The subordination provisions hereof shall continue to not be effective for purposes of clause (ii) or be reinstatedotherwise. After the cure or waiver of any Payment Default, as or the case may beexpiration of any Payment Blockage Period (or, if at earlier, the cure or waiver of the Nonpayment Default upon which such Payment Blockage Period is based), any time any regularly scheduled interest or principal payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder not made when due as a result of such Senior Indebtedness upon Payment Blockage Period (the insolvency"BLOCKED PAYMENTS") may be made, bankruptcy or reorganization of the Company or otherwise, all as though together with any accrued and unpaid interest with respect to such payment has not been madeoverdue payment(s).

Default on Senior Indebtedness. (a) No payment (The Lender will not ask, demand, ▇▇▇ for, take or receive, directly or indirectly, from the Borrower, in cash or other property, by set-off off, by realizing upon collateral or otherwise) shall be made by in any other manner, payment of, or on behalf security for, any or all of the Company on account of obligations under the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, Loan Documents unless and until all principal ofthe Senior Indebtedness shall have been Paid in Full; provided, premiumhowever, if anythat the Lender may receive, collect, ask for and demand, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise Borrower may make, Permitted Payments to the extent holders accept satisfaction of amounts due by settlement extent, but only to the extent, the applicable conditions set forth in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both clauses (i) and (ii) of this Section 8.3(a) have been satisfied: (i) no default or event of default under any Senior Indebtedness shall have occurred and be continuing (either before or immediately after the making of each such payment) by reason of the failure of the Borrower to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any amount in excess of $50,000 payable by it to any Senior Lender under any Senior Indebtedness (a “Payment Default”); and (ii) either (A) no default or event of default under the Senior Indebtedness, other than Payment Defaults, shall have occurred and be continuing (all such defaults and events of defaults, other than Payment Defaults, hereinafter referred to as “Non-Payment Defaults”), (B) a Non-Payment Default shall have occurred and be continuing and no Senior Lender shall have delivered to the Lender a written notice (a “Payment Blockage Notice”, which shall specify that it is a Payment Blockage Notice delivered pursuant to this Agreement and shall specify the Non-Payment Default that gives rise to such notice) stating that a Non-Payment Default has occurred and is continuing or (C) a Non-Payment Default shall have occurred and be continuing and any Senior Lender shall have delivered to the Lender a Payment Blockage Notice and (x) 150 days shall have elapsed after such Payment Blockage Notice shall have been cured given to the Lender and (y) any Senior Lender shall not have declared any of the Obligations (in excess of $50,000) due and payable prior to the date fixed therefor in respect of any such Non-Payment Default); provided, however, that, notwithstanding the foregoing clauses (A), (B) and (C), if any such Non-Payment Default shall have been remedied or waived or otherwise has ceased and such Senior Lender so notifies the Lender in writing, and the Payment Blockage Notice shall be deemed terminated and the suspended payments (including all Permitted Payments suspended during the blockage period) may resume subject to exist. (b) Upon the provisions of this Agreement; and provided, further, however, (i) the happening of an event of default no more than six (other than a 6) Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness Blockage Notices shall be permitted to be due delivered pursuant to clause (C) above during the term of this Agreement and payable and no more than two (ii2) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Notices shall be required permitted to pay all sums not paid be delivered pursuant to the Holders of the Convertible Debentures clause (C) above during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive dayscalendar year, and (ii) no default that Non-Payment Default which existed upon or was continuing on the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) Notice was given shall be made the basis for the commencement of any other subsequent Payment Blockage Period Notice whether or not within a period of 365 consecutive days unless such other Non-Payment Blockage Period Default is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of not less than 90 consecutive days. There shall be at least 90 consecutive daysdays during which no Payment Blockage Notice is in effect during any consecutive 365 day period. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No The Issuer may not make any payment (by set-off or otherwise) shall be made by distribution to the Trustee or on behalf any Holder upon or in respect of the Company on account of the principal of, premium, if any, or interest on the Convertible Debentures Subordinated Note Obligations (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than except in Permitted Junior Convertible Debentures or from a Defeasance Trust), (iSecurities) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such other obligations with respect to Senior Indebtedness are first have been indefeasibly paid in full in cash or Cash Equivalents cash equivalents, if (or such payment is duly provided fora) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of a default in the payment of any Senior Indebtedness (including, without limitation, any principal of, premium, if any, or interest on or fees relating to any Senior Indebtedness) occurs and is continuing beyond any applicable period of grace in the Credit Agreement, Resale Agreement or other agreement or document governing such Senior Indebtedness, or (b) any other default occurs and is continuing with respect to any Senior Indebtedness that permits holders of the Company having an aggregate principal amount outstanding in excess Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise such default (a "PAYMENT DEFAULTPayment Blockage Notice") from the Issuer or the holders of any Senior Indebtedness (or their Representative), unless . Payments on the Notes may and until shall be resumed (a) in the case of both (i) and (ii)) a payment default, upon the date on which such Payment Default has been default is cured or waived or otherwise has ceased to exist. and (b) Upon (i) in case of a nonpayment default, the happening earlier of an event the date on which such nonpayment default is cured or waived in writing by SBC or 180 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of default (other than a Payment Default) that permits the holder any amount of any Senior Indebtedness to declare such Senior Indebtedness to has been accelerated. No new period of payment blockage may be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, commenced unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf 360 days have elapsed since the effectiveness of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest immediately prior Payment Blockage Notice and all scheduled payments otherwise permitted hereby on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, Notes have been paid in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trustfull. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no No nonpayment default that existed upon or was continuing on the date of such Payment Notice or the commencement delivery of such any Payment Blockage Period (whether Notice to the Trustee shall be, or not such event of default is on the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other a subsequent Payment Blockage Period Notice unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been waived or cured or waived for a period of at least 90 consecutive not less than 180 days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall be made by or on behalf of the The Company on account of the may not pay principal of, premium, or premium (if any, ) or interest on on, the Convertible Debentures (including Notes or make any repurchases of Convertible Debentures), or on account of deposit pursuant to the redemption provisions of Article XII and may not otherwise purchase, redeem or otherwise retire any Notes (collectively, “pay the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), Notes”) if (i) upon the maturity of any Designated Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first is not paid in full in cash or Cash Equivalents when due (or such payment is duly provided forafter giving effect to any applicable grace periods) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of any other default in the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company having an aggregate principal amount outstanding occurs and the maturity of such Designated Senior Indebtedness is accelerated in excess of $5.0 million when it becomes due and payableaccordance with its terms (either such event, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"“Payment Default”), unless and until unless, in either case, (in x) the case of both (i) and (ii)) such Payment Default has been cured or waived and any such acceleration has been rescinded in writing or otherwise (y) such Designated Senior Indebtedness has ceased been paid in full in cash or Cash Equivalents. However, the Company may pay the Notes without regard to exist. (b) Upon (i) the happening foregoing if the Company and the Trustee receive written notice approving such payment from the Representative for the Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. In addition, during the continuance of an event of any default (other than a Payment Default) that permits the holder of with respect to any Designated Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company pursuant to which is an obligor under the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace period (a “Non-payment Default”), the Company may not pay the Notes for the period specified as follows (a “Payment Blockage Period”). The Payment Blockage Period shall commence upon the receipt by the Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such Non-payment Default from the Representative for such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from specifying an election to effect a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due shall end on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets earliest to occur of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.following events:

Default on Senior Indebtedness. (a) No The Issuer may not make any payment (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Convertible Debentures (including or any repurchases of Convertible Debentures), or on account other amount owing in respect of the redemption provisions of the Convertible Debentures, Securities or any Coupons and may not acquire any Securities or Coupons for cash or property if: (other than Junior Convertible Debentures 1) a default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof; and (2) unless such default relates to a failure by the Issuer to make any payment in respect of such Senior Indebtedness when due or from within any applicable grace period (a Defeasance Trust"Payment Default"), such default is either the subject of judicial proceedings or the Issuer receives notice of the default. If the Issuer receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 13.4. The Issuer may resume payments on the Securities and any Coupons and may acquire Securities or Coupons if and when: (A) (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time135 days pass after, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits , the holder later of Senior Indebtedness to declare the date such Senior Indebtedness to be payment was due and payable the expiration of any applicable grace period for such payment or, in the case of any other such default, the date the related judicial proceedings commence or that notice of such default is given to the Issuer, as the case may be, and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has not been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (such 135 day period or, if declared due and payable, such declaration has not been rescinded rescinded, waived or waived), at annulled; or (B) the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid default with respect to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded cured or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.waived; and

Default on Senior Indebtedness. (a) No If there exists a default in the payment when due (by set-off whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the requisite percentage of the holders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on this Note which the Holder would then be entitled to receive, but for the provisions of this Section 4.3(a), shall instead be paid over to the holders of such Senior Indebtedness (or their Representative, if any) until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the Holder of any principal of or interest on this Note. (b) The Company may not, directly or indirectly, make, and the Holder may not ask, demand, take or receive from or on behalf of the Company, any payment on account of the principal of or interest on this Note during the period (a “Deferral Period”) from the date the Company and/or the Holder receive from a holder of Senior Indebtedness a notice (a “Deferral Notice”) of: (i) the existence of a Payment Default; or (ii) the existence of any event of default (other than a Payment Default) under any agreement or instrument pursuant to which any Senior Indebtedness is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”); until the earlier of (i) the date such Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (ii) the one hundred eightieth (180th) day after receipt by the Company and/or by the Holder of this Note of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Payment Default or Specified Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Covenant Defaults shall be effective until the later of (1) the date such subsequent Deferral Notice is received by the Company and the holders of Notes and (2) the three hundred sixty-fifth (365th) day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five (5) Business Days’ prior written notice of any proposed demand for payment or institution of proceedings with respect to this Note (which notice may be given during a Deferral Period provided that the proposed demand for payment is not to be made or the proposed proceedings are not to be instituted until the expiration of such Deferral Period). (c) Upon termination of any Deferral Period the Company shall resume payments on account of the principal of and interest on this Note subject to the obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Note pursuant to the provisions of, and in the circumstances specified in, this Section 4. (d) During the first one hundred twenty (120) days of any Deferral Period, payment on account of this Note may not be accelerated unless a voluntary Insolvency or Liquidation Proceeding shall be instituted by the Company or an involuntary Insolvency or Liquidation Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of sixty (60) days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of Senior Indebtedness five (5) Business Days’ prior written notice of any proposed acceleration with respect to this Note (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (e) In the event that, notwithstanding the foregoing provisions of this Section 4.3, any payment shall be made by or on behalf of the Company on account and received by the Holder at a time after the giving of the principal ofa Deferral Notice and during a Deferral Period, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or then such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling and shall be immediately paid over to the holders of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded remaining unpaid or must otherwise be returned by their respective Representatives, for application to the payment in full of all Senior Indebtedness in accordance with its terms (after giving effect to any holder prior or substantially concurrent payment to the holders of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeIndebtedness).

Default on Senior Indebtedness. (a) No payment (by set-off or otherwise) shall may be made by or on behalf of the Company or a Subsidiary, as applicable, on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures or any Obligation in respect of the Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust)property, (i) upon the maturity of any Senior Indebtedness of the Company or such Subsidiary, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on and fees in respect of such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or fee in respect of Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million or such Subsidiary, as applicable, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULTPayment Default"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) ; provided, however, that nothing in this Section shall prevent the issuance of Secondary Debentures in lieu of a cash payment of any or all interest due on any Interest Payment Date. Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder holders of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default is given to the Company and the Trustee by the Senior Discount Debentures Trustee, the Senior Bank Representative under the Credit Agreement or the holders of an aggregate of at least $50 25.0 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICEPayment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company, if the Company is an obligor on such Senior Indebtedness, or any Subsidiary which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures 124 (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures or any Obligation in respect of the Debentures, in any such case; provided, other than payments made with Junior Convertible however, that nothing in this Section shall prevent the issuance of Secondary Debentures in lieu of a cash payment of any or from a Defeasance Trustall interest due on any Interest Payment Period. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIODPayment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and its Subsidiaries shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, days and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysPeriod. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded or must otherwise be returned by any holder of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been made.

Default on Senior Indebtedness. (ai) No If there exists a default in the payment when due (by set-off whether at maturity or upon acceleration or mandatory repayment, or on any principal installment payment date or interest payment date, or otherwise) of any Senior Indebtedness (a “Payment Default”) and such default shall not have been cured or waived in writing by or on behalf of the requisite percentage of the holders of such Senior Indebtedness (or their Representative, if any), then any payment on account of principal of or interest on this Debenture which the Holder would then be entitled to receive, but for the provisions of this Section 3(c), shall instead be paid over to the holders of such Senior Indebtedness (or their Representative, if any) until all amounts of Senior Indebtedness then due and payable have been paid in full, prior to any direct or indirect payment by or on behalf of the Company to the holder of any principal of or interest on this Debenture. (ii) The Company may not, directly or indirectly, make, and the Holder may not ask, demand, take or receive from or on behalf of the Company, any payment on account of the principal of or interest on this Debenture during the period (a “Deferral Period”) from the date the Company and/or the Holder receive from a holder of Senior Indebtedness a notice (a “Deferral Notice”) of: (1) the existence of a Payment Default; or (2) the existence of any event of default (other than a Payment Default) under any agreement or instrument pursuant to which any Senior Indebtedness is issued, in each instance as now in effect or as hereafter from time to time modified or amended, without the necessity of any consent by or notice to the Holders (a “Specified Covenant Default”); until the earlier of (i) the date such Payment Default or Specified Covenant Default is cured, waived in writing or otherwise ceases to exist and (ii) the one hundred eightieth (180th) day after receipt by the Company and/or by the holder of this Debenture of such Deferral Notice; provided, however, that (x) only one Deferral Notice relating to the same Payment Default or Specified Covenant Default may be given, (y) no subsequent Deferral Notice may be given with respect to any Payment Default or Specified Covenant Default existing at the time an effective Deferral Notice is given and (z) if any such Deferral Notice has been given, no subsequent Deferral Notice with respect to any number of different Payment Defaults or Specified Covenant Defaults shall be effective until the later of (1) the date such subsequent Deferral Notice is received by the Company and the holders of Subordinated Debentures and (2) the 365th day after receipt of the then most recent prior effective Deferral Notice. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of the Senior Indebtedness 5 Business Days prior written notice of any proposed demand for payment or institution of proceedings with respect to this Debenture (which notice may be given during a Deferral Period provided that the proposed demand for payment is not to be made or the proposed proceedings are not to be instituted until the expiration of such Deferral Period). (iii) Upon termination of any Deferral Period the Company shall resume payments on account of the principal of and interest on this Debenture subject to the obligation of the Company and the Holder to pay over to the holders of Senior Indebtedness amounts otherwise payable on account of the principal of and interest on this Debenture pursuant to the provisions of, and in the circumstances specified in, this Section 3. (iv) During the first 120 days of any Deferral Period, payment on account of this Debenture may not be accelerated unless a voluntary Insolvency or Liquidation Proceeding shall be instituted by the Company or an involuntary Insolvency or Liquidation Proceeding shall be instituted against the Company and such proceeding remains undismissed for a period of 60 days. So long as any Senior Indebtedness is outstanding, the Holder shall give the holders of the Senior Indebtedness 5 Business Days’ prior written notice of any proposed acceleration with respect to this Debenture (which notice may be given during a Deferral Period provided that the proposed acceleration is not to be effective until the expiration of such Deferral Period). (v) In the event that, notwithstanding the foregoing provisions of this Section 3, any payment shall be made by or on behalf of the Company on account and received by the Holder at a time after the giving of the principal ofa Deferral Notice and during a Deferral Period, premium, if any, or interest on the Convertible Debentures (including any repurchases of Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or then such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, other than payments made with Junior Convertible Debentures or from a Defeasance Trust. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible Debentures. Any number of Payment Notices may be given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive days. (c) Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, held in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment trust for the benefit of creditors or any marshalling and shall be immediately paid over to the holders of assets or liabilities, the provisions of Section 1203 of this Indenture shall apply. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded remaining unpaid or must otherwise be returned by their respective Representatives, for application to the payment in full of all Senior Indebtedness in accordance with its terms (after giving effect to any holder prior or substantially concurrent payment to the holders of such Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment has not been madeIndebtedness).

Default on Senior Indebtedness. If the Company shall default in the payment of any principal of, or premium or interest on, any Senior Indebtedness when the same becomes due and payable, whether at stated maturity or at a date fixed for redemption or by declaration of acceleration or otherwise (a) No a "Payment Default"), then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless or until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off off, or otherwise) shall be made or agreed to be made on account of the principal of, or interest on, the Note, or in respect of any redemption, retirement, repurchase, or other acquisition of the Note other than those made in capital stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). (i) the happening of an Event of Default (other than a Payment Default) that permits the holders of Senior Indebtedness or any trustee therefor to accelerate its maturity (a "Nonpayment Default") and (ii) written notice of such event of default given to the Company by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or any trustee therefor (a "Payment Notice"), then, unless and until such Event of Default has been cured or waived or otherwise has ceased to exist, no payment (in cash, property, securities, by set-off, or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on on, the Convertible Debentures (including any repurchases of Convertible DebenturesNote), or on account of the redemption provisions of the Convertible Debentures, for cash or property (other than Junior Convertible Debentures or from a Defeasance Trust), (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of the Company having an aggregate principal amount outstanding in excess of $5.0 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holder of Senior Indebtedness to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness, which Senior Indebtedness is designated by the Company ("Designated Senior Indebtedness") or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor under such Designated Senior Indebtedness on account of the principal of, premium, if any, or interest on the Convertible Debentures (including any repurchases of any of the Convertible Debentures), or on account of the redemption provisions of the Convertible Debentures, in any such case, case other than payments made with Junior Convertible Debentures in capital stock of the Company (or from a Defeasance Trustin cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in capital stock of the Company (or in cash in lieu of fractional shares thereof). Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event Event of default Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "PAYMENT BLOCKAGE PERIODPayment Blockage Period"), and (ii) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Convertible Debentures Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Convertible DebenturesNote. Any number of Payment Notices may be given; PROVIDED provided, however, that (i) not more than one Payment Notice shall be given within a any period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event Event of default Default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit Agreement and such event of default shall have been cured or waived for a period of at least 90 consecutive daysPeriod. (ca) Upon any distribution of assets of without the Company upon any dissolution, winding up, total or partial liquidation or reorganization consent of the Company, whether voluntary a court having jurisdiction shall enter an order for relief with respect to the Company under the federal Bankruptcy Code or, without the consent of the Company, a court having jurisdiction shall enter a judgment, order, or involuntarydecree adjudging the Company a bankrupt or insolvent, or enter an order for relief for reorganization, arrangement, adjustment, or composition of or in bankruptcyrespect of the Company under the federal Bankruptcy Code or applicable state insolvency law, or (b) the Company shall institute proceedings for entry of an order for relief with respect to the Company under the federal Bankruptcy Code or for an adjudication of insolvency, receivership or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition, or relief under the federal Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or similar proceeding official of the Company or upon of substantially all of its property, or the Company shall make a general assignment for the benefit of creditors or as recognized under the federal Bankruptcy Code, then all Senior Indebtedness (including any marshalling interest thereon accruing after the commencement of assets or liabilities, the provisions of Section 1203 of this Indenture any such proceedings) shall apply. The subordination provisions hereof shall continue to first be effective or be reinstated, as the case may be, if at any time paid in full before any payment or distribution, whether in cash, securities, or other property, shall be made to any Holder of any Senior Indebtedness is rescinded the Note on account thereof. Any payment or must otherwise be returned by any holder distribution, whether in cash, securities (other than a payment or distribution in capital stock of such Senior Indebtedness upon the insolvencyCompany), bankruptcy or reorganization other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provision) be payable or deliverable in respect of the Note shall be paid or delivered directly to the holder of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Note, together with the Holders of any other obligations of the Company ranking on a parity with the Note, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Note and such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Note and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all as though Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Holder of the Note in contravention of any of the terms hereof, such payment has not been madeor distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Holder of the Note to endorse or assign any such payment, distribution, or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.