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

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Indebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities 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 Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securities.

No Payment on Securities in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest on or to purchase, redeem or defease the Securities, (except from those funds held in trust for the benefit of Holders of any Securities) pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Senior Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment or purchase, by declaration acceleration or otherwise, that continues beyond any applicable period of any principal ofgrace, interest on, unpaid drawings for letters and such default shall not have been cured or waived or the benefits 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, this sentence waived by or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities for cash or property or otherwiseholders of such Senior Indebtedness. In addition, if during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior IndebtednessIndebtedness pursuant to which the maturity thereof may be immediately accelerated, as and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such event Designated Senior Indebtedness or the trustee or agent acting on behalf of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a Indebtedness, no direct or indirect payment blockage notice (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make excluding any payment of any kind or character (other than a payment in the form distribution of Permitted Junior Securities) with respect to any Obligations shall be made by or on behalf of the Company of principal of, or interest on or to purchase, redeem or defease the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof, during a period (a "Payment Blockage Period") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter, unless the maturity of such Designated Senior Indebtedness is theretofore accelerated. Notwithstanding anything in this subordination provision or in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Securities or (y) acquire during any period of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Blockage Period may be commenced within any 360 consecutive days. However, if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (y) of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default which that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second any other Payment Blockage Period by the Representative holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount amounts of Senior Indebtedness held by such holders) or their respective Representativesrepresentatives, 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. The , but only to the extent that, upon notice from the Trustee shall be entitled to rely on information regarding the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only the amounts included specified in the information provided such notice to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securities.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in No payment may be made by the payment when due, whether at maturity, upon redemption, by declaration or otherwise, Company on account of any the principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees Liquidated Damages with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder pursuant to a Repurchase Offer) for cash or property (other than Junior Securities), or on account of the redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise. In addition, unless and until all principal of, premium, if any other event of default occurs any, and is continuing with respect to any Designated Senior Indebtedness, as interest on such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate are first paid in full (or the maturity prompt payment thereof and if the Representative is duly provided for such Designated Senior Indebtedness gives written notice of in cash), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (collectively, a "Payment Default"), unless and until 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, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non- Payment Default"), the holders of Senior Indebtedness having a principal amount then outstanding in excess of $10,000,000 (or with respect to which Senior Indebtedness the holders are obligated to lend the Company in excess of $10,000,000 principal amount) or their representative immediately to accelerate its maturity and (ii) written notice of such Non-Payment Default given to the Company and the Trustee stating that by the holders of an aggregate of at least $10,000,000 principal amount outstanding of such notice is a payment blockage notice Senior Indebtedness (or holders of commitments to lend an aggregate of at least $10,000,000 principal amount of Senior Indebtedness) or their representative (a 52 "Default Payment Notice"), then, unless and until all events of default have such Non-Payment Default has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery otherwise) may be made by or on behalf of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment account of any kind the principal of, premium, if any, interest on, or character (other than a payment in the form of Permitted Junior Securities) Liquidated Damages with respect to, the Securities, or to any Obligations on acquire or with respect to the Securities or (y) acquire repurchase any of the Securities for cash or property property, or otherwiseon account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities. Notwithstanding anything herein the foregoing, unless (i) the Senior Indebtedness in respect of which such Non- Payment 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 (ii) 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 contrary, in no event will a Holders of the Securities during the Payment Blockage Period extend beyond 180 days from due to the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only Securities. Not more than one such Blockage Period Payment Notice may be commenced within given in any 360 consecutive days. No event of default which existed or was continuing on the date 365-day period, irrespective of the commencement number of any Blockage Period defaults with respect to the Designated Senior Indebtedness shall beduring such period. In no event, or be madehowever, may the basis for the commencement total number of a second days during which any Payment Blockage Period by is or Payment Blockage Periods are in effect exceed 179 days in the Representative of such Designated Senior Indebtedness whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)365-day period. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee for the benefit of the Holders or the Holders or any Holder Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by the provisions of this Section 11.02(a)12.2, then such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder distribution (subject to the rightsprovisions of Article VII and Sections 12.6, if any, under this Article Eleven, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness in respect of cash the Company, and shall be paid or other property delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company received upon remaining unpaid or their representative or representatives, or to the exercise trustee or trustees under any indenture pursuant to which any instruments evidencing any of such remedy); provided that Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness thereafter due or declared to be due shall first be paid of the Company in full in cash or Cash Equivalents before the Holders are entitled after giving effect to receive any concurrent payment of any kind or character with respect to Obligations on or with respect and distribution to the Securitiesholders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no No payment of any kind or character shall from any source may be made byby or on behalf of the Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Subordinated Debt Securities and rescission payments), or on behalf account of the redemption provisions of the Subordinated Debt Securities, for Cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the Company interest on and any fee or any other Person on its amount due in respect of such Senior Debt are first paid in full in Cash or their behalf with respect Cash Equivalents or otherwise to any obligations on the Securitiesextent holders accept satisfaction of amounts due by settlement in other than Cash or Cash Equivalents, or to acquire any of (ii) in the Securities for cash or property or otherwise. In addition, if any other event of default occurs in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuers or such Guarantor, if any, when it becomes due and is continuing with respect payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any Designated exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness, as Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default is defined in given to the instrument creating Trustee by 104 the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $25 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default Payment Blockage Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Amounts on the Subordinated Debt Securities, including any repurchases of Subordinated Debt Securities and rescission payments, or on account of the redemption provisions of the Subordinated Debt Securities, other than payments from the trust described in Article VIII; PROVIDED, HOWEVER, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative for under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), neither at the Company nor any other Person on its behalf end of the Payment Blockage Period, the Issuers and the Guarantors, if any, shall (x) make any payment of any kind or character (other than be required to pay, unless a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect Payment Default has then occurred and is continuing, all sums not paid to the Securities or (y) acquire any Holders of the Subordinated Debt Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Subordinated Debt Securities. Any number of Payment Blockage Period Notices may be commenced given; PROVIDED, HOWEVER, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)such provisions, such payment or distribution shall be held in 105 trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the Securities is accelerated because extent necessary to pay all such Senior Debt in full in Cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of an Event of Default, the Company amounts due by settlement in other than Cash or the Trustee shall promptly notify Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of the such Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the SecuritiesDebt.

No Payment on Securities in Certain Circumstances. (a) If Upon the maturity of any default occurs and is continuing in the payment when dueSenior Indebtedness by lapse of time, whether at maturity, upon redemption, by declaration acceleration or otherwise, of any all principal of, thereof and interest on, unpaid drawings for letters of credit issued thereon and other amounts due in respect ofconnection therewith shall first be paid in full, or regularly accruing fees such payment duly provided for in accordance with respect to, any the terms of such indebtedness or in a manner otherwise satisfactory to the holders of such Senior Indebtedness, no before any payment is made (i) on account of any kind principal of or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations interest on the Securities, or Securities or (ii) to acquire any of the Securities securities for cash or property or otherwise. In addition, if any other than Capital Stock of the Company or (iii) on account of the redemption provisions for the Securities. (b) Upon the happening of an event of default occurs and is continuing (or if an event of default would result upon any payment with respect to the Securities) with respect to any Designated Senior Indebtedness, as such event of default is defined therein or in the instrument creating or evidencing such Designated Senior Indebtednessunder which it is outstanding, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and (if the Representative for default is other than (i) default in payment of the principal of or interest on or other amounts due in connection with such Designated Senior Indebtedness gives or (ii) a default for which notice is required to be sent under the terms of such Senior Indebtedness by the holders thereof or their representative) upon written notice of the event of default thereof given to the Company and the Trustee stating that by the Holders of such notice is a payment blockage notice (a "Default Notice")Senior Indebtedness or their representative, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities 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 Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of or interest on the Securities or to acquire any of the Securities or on account of the redemption provisions for the Securities; provided, however, that if such default is a period default other than a default referred to in Clause (i) of this Section 13.3(b), nothing contianed in this Section 13.3(b) shall prevent the Company from making payment of interest, when due, on the Securities; and provided further, that if such default has not less than 90 consecutive become the subject of pretrial proceedings within 120 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date occurrence thereof (in the case of commencement a default specified in clause (A) of such Blocking Period thatthis Section 13.3(b)), then the Company shall resume making any and all required payments in either caserespect of the Securities. (c) In the event notwithstanding the provisions of this Section 13.3, would give rise the Company shall make any payment to the Trustee on account of the principal of or interest on the Securities or on account of the redemption provisions (other than as permitted by Section 13.3(b)), after the happening of an event of default pursuant to of the type specified in Clause (i) or (ii) of Section 13.3(b) above or after receipt by the Company and the Trustee of written notice as provided in Section 13.3(b) above of any provisions under which an other event of default previously existed or was continuing shall constitute a new with respect to any Senior Indebtedness, then, unless and until such event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee have been cured or any Holder when such payment is prohibited by Section 11.02(a)waived or shall have ceased to exist, such payment (subject to the provisions of Sections 13.7 and 13.8) shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over or and delivered to, the holders of Senior Indebtedness (( pro rata as to each of such holders on the basis of the respective amount amounts of Senior Indebtedness held by such holdersthem) or their respective Representativesrepresentative, as their respective interests may appear. The Trustee shall be entitled , for application to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders payment of all Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided remaining unpaid to the Trustee shall be paid extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. (c) If payment Section 13.4. Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Securities is accelerated because Company upon any dissolution, winding up, liquidation or reorganization of an Event of Default, the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the Trustee shall promptly notify benefit of creditor or otherwise): (a) the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid entitled to receive payment in full (or to have such payment duly proved for) of the principal thereof and interest due thereon and other amounts due in cash or Cash Equivalents connection therewith before the Holders are entitled to receive any payment on account of the principal of or interest on the Securities; (b) any payment or distribution of assets of the Company of any kind or character with respect character, whether in cash, property or securities, to Obligations which the Holders or the Trustee on behalf of the Holders would be entitled except for the provisions of this article, shall be paid by the liquidating trustee or with respect agent or other person making such payment or distribution directly to the Securitiesholders of Senior Indebtedness or their representative to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution nor provision therefor to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of principal of or interest on the Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 13.7 and 13.8) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or any assignment for the benefit of the Company's creditors.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no No payment of any kind or character shall from any source may be made byby or on behalf of the Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Subordinated Debt Securities and rescission payments), or on behalf account of the redemption provisions of the Subordinated Debt Securities, for Cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the Company interest on and any fee or any other Person on its amount due in respect of such Senior Debt are first paid in full in Cash or their behalf with respect Cash Equivalents or otherwise to any obligations on the Securitiesextent holders accept satisfaction of amounts due by settlement in other than Cash or Cash Equivalents, or to acquire any of (ii) in the Securities for cash or property or otherwise. In addition, if any other event of default occurs in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuers or such Guarantor, if any, when it becomes due and is continuing with respect payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any Designated exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness, as Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default is defined in given to the instrument creating Trustee by the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $25 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default Payment Blockage Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Amounts on the Subordinated Debt Securities, including any repurchases of Subordinated Debt Securities and rescission payments, or on account of the redemption provisions of the Subordinated Debt Securities, other than payments from the trust described in Article VIII; provided, however, that so -------- ------- long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative for under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), neither at the Company nor any other Person on its behalf end of the Payment Blockage Period, the Issuers and the Guarantors, if any, shall (x) make any payment of any kind or character (other than be required to pay, unless a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect Payment Default has then occurred and is continuing, all sums not paid to the Securities or (y) acquire any Holders of the Subordinated Debt Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Subordinated Debt Securities. Any number of Payment Blockage Period Notices may be commenced given; provided, however, that (i) not more than one Payment -------- ------- Blockage Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)such provisions, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the Securities is accelerated because extent necessary to pay all such Senior Debt in full in Cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of an Event of Default, the Company amounts due by settlement in other than Cash or the Trustee shall promptly notify Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of the such Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the SecuritiesDebt.

No Payment on Securities in Certain Circumstances. (a) If No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, any interest on Senior Indebtedness, no payment Indebtedness of any kind or character shall be made by, or on behalf of, the Company when it becomes due and payable, whether at maturity or any other Person on its at a date fixed for prepayment or their behalf with respect by declaration or otherwise (a "Payment De- fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any obligations on exist. (b) Upon (i) the Securities, or to acquire any happening of the Securities for cash or property or otherwise. In addition, if any other an event of default occurs (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and is continuing with respect to any Designated Senior Indebtedness, as payable and (ii) written notice of such event of default is defined in given to the instrument creating or evidencing such Designated Senior Indebtedness, permitting Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Default Payment Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment may be made by or on behalf of the Trustee receives notice thereof from Company on account of the Representative principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such Designated case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Notice is delivered as set forth above (the "Payment Blockage Period")) and such declaration has not been rescinded or waived, neither at the end of the Payment Blockage Period, the Company nor any other Person on its behalf shall (xbe required, unless the provisions described in Section 12.02(a) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect are then applicable, to any Obligations on or with respect pay all sums not paid to the Securities or (y) acquire any Holders of the Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period, due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Blockage Period Securities. Any number of Payment Notices may be commenced given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Pay ment Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect relates to the Designated same issue of Senior Indebtedness Indebtedness) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement expiration of such Blocking Payment Blockage Period that, in either case, would give rise to an a new event of default default, even though it is a breach pursuant to any provisions provision under which an a prior event of default previously existed or was continuing existed, shall constitute a new event of default for this purpose). (bc) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)the foregoing provisions, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Indebtedness, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebt edness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebt edness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distri bution to the holders of such Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securities.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no No payment of any kind or character shall from any source may be made byby or on behalf of the Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Subordinated Debt Securities and rescission payments), or on behalf of, account of the Company or any other Person on its or their behalf with respect to any obligations on redemption provisions of the Subordinated Debt Securities, or to acquire any of the Securities for cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise. In addition, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in cash or Cash Equivalents 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 occurs in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuers or such Guarantor, if any, when it becomes due and is continuing with respect payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any Designated exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness, as Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default is defined in given to the instrument creating Trustee by the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $25 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default Payment Blockage Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof Issuers or a Guarantor, if any, which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Amounts on the Subordinated Debt Securities, including any repurchases of Subordinated Debt Securities and rescission payments, or on account of the redemption provisions of the Subordinated Debt Securities, other than payments from the trust described in Article VIII; provided, however, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative for under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), neither at the Company nor any other Person on its behalf end of the Payment Blockage Period, the Issuers and the Guarantors, if any, shall (x) make any payment of any kind or character (other than be required to pay, unless a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect Payment Default has then occurred and is continuing, all sums not paid to the Securities or (y) acquire any Holders of the Subordinated Debt Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a foregoing prohibitions and to resume all other payments as and when due the Subordinated Debt Securities. Any number of Payment Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Blockage Period Notices may be commenced given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)such provisions, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of the Securities is accelerated because of an Event of Defaultall such Senior Debt remaining unpaid, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of extent necessary to pay all such Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid Debt in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect otherwise to the Securitiesextent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

No Payment on Securities in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company of principal of or interest on the Securities, whether pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer to Purchase or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, this sentence waived by or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities for cash or property or otherwiseholders of such Designated Senior Indebtedness. In addition, if during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior IndebtednessIndebtedness pursuant to which the maturity thereof may be immediately accelerated, as such event and upon receipt by the Trustee of default is defined in written notice (a "Payment Blockage Notice") from the instrument creating holder or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate or the maturity thereof and if the Representative for trustee or agent acting on behalf of such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Default Notice")Indebtedness, then, unless and until all events such non-payment event of default have has been cured or waived or have has ceased to exist or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities 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 Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securities.Senior

No Payment on Securities in Certain Circumstances. (a) If 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 Securities (including any repurchases of Securities), or on account of the redemption provisions of the Securities or any Obligation in respect of the Securities, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior Debt of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Debt 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 occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, any interest on Senior Indebtedness, no payment Debt of any kind or character shall be made by, or on behalf of, the Company when it becomes due and payable, whether at maturity or any other Person on its at a date fixed for prepayment or their behalf with respect by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any obligations on exist. (b) Upon (i) the Securities, or to acquire any happening of the Securities for cash or property or otherwise. In addition, if any other an event of default occurs (other than a Payment Default) that permits the holders of Senior Debt to declare such Senior Debt to be due and is continuing with respect to any Designated Senior Indebtedness, as payable and (ii) written notice of such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default given to the Company and the Trustee stating that such notice is a payment blockage notice by the Senior Debt Representatives (a "Default Payment Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof from Company which is an obligor on such Senior Debt on account of the Representative for such Designated Senior Indebtedness terminating principal of, premium, if any, or interest on the Blockage Period Securities (as defined belowincluding any repurchases of any of the Securities), during or on account of the 180 redemption provisions of the Securities or any Obligation in respect of the Securities, in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), neither at the end of the Payment Blockage Period, the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than shall, unless a payment in the form of Permitted Junior Securities) with respect Payment Default exists, be required to any Obligations on or with respect pay all sums not paid to the Securities or (y) acquire any Holders of the Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Blockage Period Securities. Any number of Payment Notices may be commenced given; PROVIDED, HOWEVER, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days. No , 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 which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Period. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by the provisions of this Section 11.02(a)12.2, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered toby the Trustee, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of the Securities is accelerated because of an Event of Defaultall such Senior Debt remaining unpaid, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, extent necessary to pay of provide for the holders payment of all such Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid Debt in full in cash or Cash Equivalents before the Holders are entitled after giving effect to receive any concurrent payment of any kind or character with respect to Obligations on or with respect distribution to the Securitiesholders of such Senior Debt.

No Payment on Securities in Certain Circumstances. No payment (a) If including any default occurs and is continuing in payment which may be payable by reason of the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, or on behalf of, other indebtedness of the Company or any other Person Guarantor being subordinated to the payment of the Securities or Guarantees) on its or their behalf with respect to account of principal of (and premium, if any), interest and any obligations Additional Amounts, if any, on the Securities, or to acquire any on account of the purchase or other acquisition of Securities or on account of the Guarantees, shall be made by the Company or any Guarantor unless full payment of amounts then due for cash or property or otherwise. In additionprincipal of (and premium, if any), interest and any other event Additional Amounts, if any, on all Senior Indebtedness (with respect to the Company) or all Guarantor Senior Indebtedness of such Guarantor (with respect to a Guarantor) has been made or duly provided for. No payment (including the making of any deposit in trust with the Trustee in accordance with Section 12.01) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities or the Guarantees shall be made by the Company or any Guarantor if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist a default occurs in the payment of principal of (and is continuing premium, if any), interest and any Additional Amounts, if any, with respect to any Designated Senior Indebtedness or any Guarantor Senior Indebtedness of such Guarantor, as the case may be, or (ii) there shall have occurred an event of default (other than a default in the payment of principal of (and premium, if any), interest and any Additional Amounts, if any,) with respect to any Senior Indebtedness or any Guarantor Senior Indebtedness of such Guarantor, as the case may be, as defined in such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, and such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Default Notice"), then, unless and until all events of default shall not have been cured or waived or shall not have ceased to exist or exist. The foregoing provision shall not prevent the Trustee receives notice thereof from making payments on the Representative for Securities from moneys or securities deposited with the Trustee pursuant to the terms of Section 12.01 if at the time such Designated Senior Indebtedness terminating deposit was made or immediately after giving effect thereto the Blockage Period conditions in clause (as defined below), during the 180 days after the delivery i) or (ii) of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect to any Obligations on or this Section did not exist with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwiseSenior Indebtedness. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities 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 Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, the Company or any Guarantor shall make any payment shall be received by to the Trustee or any Holder when such payment is prohibited by Section 11.02(a)the provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or such Holder, as the case may be, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, the holders of Senior Indebtedness (pro rata forthwith to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or such Guarantor, as the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securitiescase may be.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no No payment of any kind or character shall from any source may be made byby or on behalf of the Issuer or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Securities (including any repurchases of Securities and rescission payments), or on behalf of, account of the Company or any other Person on its or their behalf with respect to any obligations on redemption provisions of the Securities, or to acquire any of the Securities for cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuer or such Guarantor by lapse of time, acceleration (unless waived) or otherwise. In addition, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in cash or Cash Equivalents 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 occurs in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuer or such Guarantor when it becomes due and is continuing with respect payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to any Designated exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness, as Debt to declare such Senior Debt to be due and payable and (ii) prompt written notice of such event of default is defined in given to the instrument creating Trustee by the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $25 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default “Payment Blockage Notice"”), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof Issuer or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Liquidated Damages or Additional Amounts on the Securities, including any repurchases of Securities and rescission payments, other than payments made from the trust described in Article VIII; provided, however, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative for under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Blockage Notice is delivered as set forth above (the "“Payment Blockage Period"”) (and such declaration has not been rescinded or waived), neither at the Company nor any other Person on its behalf end of the Payment Blockage Period, the Issuer and the Guarantors shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect be required to any Obligations on or with respect pay all sums not paid to the Securities or (y) acquire any Holders of the Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Securities. Any number of Payment Blockage Period Notices may be commenced given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, payment by way of the issuance of Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)such provisions, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of the Securities is accelerated because of an Event of Defaultall such Senior Debt remaining unpaid, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of extent necessary to pay all such Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid Debt in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect otherwise to the Securitiesextent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in No payment may be made by the payment when due, whether at maturity, upon redemption, by declaration or otherwise, Company on account of any the principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees Liquidated Damages with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holder pursuant to a Repurchase Offer) for cash or property (other than Junior Securities), or on account of the redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise. In addition, unless and until all principal of, premium, if any other event of default occurs any, and is continuing with respect to any Designated Senior Indebtedness, as interest on such event of default is defined in the instrument creating or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for are first paid in full (or such Designated Senior Indebtedness gives written notice of payment is duly provided for), or (ii) in the event of default to in the Trustee stating that such notice is payment of any principal of, premium, if any, or interest on any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a payment blockage notice date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits, or would permit, with (w) the passage or time, (x) the giving of notice, (y) the making of any payment in respect of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of Senior Indebtedness having a principal amount then outstanding in excess of $3,000,000 (or with respect to which Senior Indebtedness the holders are obligated to lend the Company in excess of $3,000,000 principal amount) or their representative immediately to accelerate its maturity and (ii) written notice of such NonPayment Default given to the Company and the Trustee by the holders of an aggregate of at least $3,000,000 principal amount outstanding of such Senior Indebtedness (or holders of commitments to lend an aggregate of at least $3,000,000 principal amount of Senior Indebtedness) or their representative (a "Payment Notice"), then, unless and until all events of default have such Non-Payment Default has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery otherwise) may be made by or on behalf of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment account of any kind the principal of, premium, if any, interest on, or character (other than a payment in the form of Permitted Junior Securities) Liquidated Damages with respect to, the Securities, or to any Obligations on acquire or with respect to the Securities or (y) acquire repurchase any of the Securities for cash or property property, or otherwiseon account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities. Notwithstanding anything herein the foregoing, unless (i) the Senior Indebtedness in respect of which such Non-Payment 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 (ii) 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 contrary, in no event will a Holders of the Securities during the Payment Blockage Period extend beyond 180 days from due to the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only Securities. Not more than one such Blockage Period Payment Notice may be commenced within given in any 360 consecutive days. No event of default which existed or was continuing on the date 365-day period, irrespective of the commencement number of any Blockage Period defaults with respect to the Designated Senior Indebtedness shall beduring such period. However, if any Payment Notice within such 365-day period is given by or be madeon behalf of any holders of Senior Indebtedness other than under the Loan Agreement, the basis for agent under the commencement Loan Agreement shall be permitted to give another Payment Notice within such 365-day period. In no event, however, may the total number of a second days during which any Payment Blockage Period by or Payment Blockage Periods are in effect exceed 179 days in the Representative of such Designated Senior Indebtedness whether or not within a period of 360 aggregate during any consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)365-day period. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Holder Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.02(a)12.2, then such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder distribution (subject to the rights, if any, under this Article Eleven, provisions of Section 12.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness in respect of cash the Company, and shall be paid or other property delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company received upon remaining unpaid or unprovided for or their representative or representatives, or to the exercise trustee or trustees under any indenture pursuant to which any instruments evidencing any of such remedy); provided that Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness thereafter due or declared to be due shall first be paid of the Company in full in cash or Cash Equivalents before the Holders are entitled after giving effect to receive any concurrent payment of any kind or character with respect to Obligations on or with respect and distribution to the Securitiesholders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) If No payment (by set-off or otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities), or on account of the redemption provisions of the Securities, for cash or property (other than Junior Securities or from a Defeasance Trust), (i) upon the maturity of any Senior Debt of the Company or such Guarantor, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Debt 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 occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, any interest on Senior Indebtedness, no payment Debt of any kind or character shall be made by, or on behalf of, the Company or any other Person on its such Guarantor when it becomes due and payable, whether at maturity or their behalf with respect 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 any obligations on exist. (b) Upon (i) the Securities, or to acquire any happening of the Securities for cash or property or otherwise. In addition, if any other an event of default occurs (other than a Payment Default) that permits the holder of Senior Debt to declare such Senior Debt to be due and is continuing with respect to any Designated Senior Indebtedness, as payable and (ii) written notice of such event of default is defined in given to the instrument creating Company and the Trustee by the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $50 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default NoticePAYMENT NOTICE"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist exist, no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof from Company or any Guarantor which is an obligor under such Senior Debt on account of the Representative for such Designated Senior Indebtedness terminating principal of, premium, if any, or interest on the Blockage Period Securities (as defined belowincluding any repurchases of any of the Securities), during or on account of the 180 redemption provisions of the Securities, in any such case, other than payments made with Junior Securities or from a Defeasance Trust. Notwithstanding the foregoing, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default 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"), neither the Company nor any other Person on its behalf and the Guarantors shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect be required to any Obligations on or with respect pay all sums not paid to the Securities or (y) acquire any Holders of the Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Blockage Period Securities. Any number of Payment Notices may be commenced given; PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days. No , 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 which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless under the Credit 80 Agreement and such event of default shall have been cured or waived for a period of not less than at least 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtednessdays. (c) If payment Upon any distribution of the Securities is accelerated because assets of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness any Guarantor upon any dissolution, winding up, total or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee partial liquidation or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property reorganization of the Company received or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the exercise benefit of such remedy); provided that all Senior Indebtedness thereafter due creditors or declared any marshalling of assets or liabilities, the provisions of Section 13.3 of this Indenture shall apply. The subordination provisions hereof shall continue to be due shall first effective or be paid in full in cash or Cash Equivalents before reinstated, as the Holders are entitled to receive case may be, if at any time any payment of any kind Senior Debt is rescinded or character with respect to Obligations on must otherwise be returned by any holder of such Senior Debt upon the insolvency, bankruptcy or with respect to reorganization of the SecuritiesCompany, any Guarantor or otherwise, all as though such payment has not been made.

No Payment on Securities in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no No payment of any kind or character shall from any source may be made byby or on behalf of the Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Subordinated Debt Securities and rescission payments), or on behalf of, account of the Company or any other Person on its or their behalf with respect to any obligations on redemption provisions of the Subordinated Debt Securities, or to acquire any of the Securities for cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise. In addition, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in cash or Cash Equivalents 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 occurs in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuers or such Guarantor, if any, when it becomes due and is continuing with respect payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to any Designated exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness, as Debt to declare such Senior Debt to be due and payable and (ii) prompt written notice of such event of default is defined in given to the instrument creating Trustee by the Representative under the Credit Agreement or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated an aggregate of at least $25.0 million principal amount outstanding of any other Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice Debt or their representative (a "Default Payment Blockage Notice"), then, unless and until all events such event of default have has been cured or waived or have otherwise has ceased to exist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Trustee receives notice thereof Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Amounts on the Subordinated Debt Securities, including any repurchases of Subordinated Debt Securities and rescission payments, other than payments made from the trust described in Article VIII; provided, however, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative for under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such Designated Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 event of default exists has been declared due and payable in its entirety within 179 days after the delivery of such Default Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), neither at the Company nor any other Person on its behalf end of the Payment Blockage Period, the Issuers and the Guarantors, if any, shall (x) make any payment of any kind or character (other than a payment in the form of Permitted Junior Securities) with respect be required to any Obligations on or with respect pay all sums not paid to the Securities or (y) acquire any Holders of the Subordinated Debt Securities for cash or property or otherwise. Notwithstanding anything herein during the Payment Blockage Period due to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment foregoing prohibitions and to resume all other payments as and when due on the Securities was due and only one such Subordinated Debt Securities. Any number of Payment Blockage Period Notices may be commenced given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days. No , and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default which existed or was continuing is on the date same issue of the commencement of any Blockage Period with respect to the Designated Senior Indebtedness Debt) shall be, or be made, made the basis for the commencement of a second any other Payment Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive daysPeriod, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (bc) In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoingforegoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, payment by way of the issuance of Junior Securities) shall be received by the Trustee or any Holder the Holders at a time when such payment or distribution is prohibited by Section 11.02(a)such provisions, such payment or distribution shall be held in trust for the benefit ofof the holders of such Senior Debt, and shall be paid over or delivered to, by the holders of Senior Indebtedness (pro rata to Trustee or such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective RepresentativesHolders, as their respective interests the case may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtednessbe, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of such Senior Indebtedness. (c) If Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of the Securities is accelerated because of an Event of Defaultall such Senior Debt remaining unpaid, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of extent necessary to pay all such Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid Debt in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect otherwise to the Securitiesextent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

No Payment on Securities in Certain Circumstances. (a) If No direct or indirect payment (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of or interest or Additional Interest on the Securities, whether pursuant to the terms of the Securities, upon ac- celeration, pursuant to an Offer to Purchase or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the bene- fits of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment of any kind or character shall be made by, this sentence waived by or on behalf of, the Company or any other Person on its or their behalf with respect to any obligations on the Securities, or to acquire any of the Securities for cash or property or otherwiseholders of such Designated Senior Indebtedness. In addition, if during the continuance of any other non-payment default or non-payment event of default occurs and is continuing with respect to any Designated Senior IndebtednessIndebtedness pursuant to which the maturity thereof may be accelerated, as such event and upon receipt by the Trustee of default is defined in written notice (a "Payment Blockage Notice" ) from the instrument creating holder or evidencing such Designated Senior Indebtedness, permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate or the maturity thereof and if the Representative for trustee or agent acting on behalf of such Designated Senior Indebtedness gives written notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Default Notice")Indebtedness, then, unless and until all events such default or event of default have has been cured or waived or have has ceased to exist or the Trustee receives notice thereof from the Representative for such Designated Senior Indebtedness terminating the Blockage Period has been discharged or repaid in full in cash, no direct or indirect payment (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any kind payment or character (other than a payment in the form distribution of Permitted Junior Securities) with respect to any Obligations shall be made by or on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities 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 Designated Senior Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blocking Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).behalf 78 (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a), Sec- tion 8.02 (a) such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) Indebted- ness or their respective Representativesrepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Indebtedness may have been issued, as their respective interests may appear. The , but only to the extent that, upon notice from the Trustee shall be entitled to rely on information regarding the holders of Designated Senior Indebtedness that such prohibited payment has been made, the holders of the Designated Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only the amounts included specified in the information provided such notice to the Trustee shall be paid to the holders of Designated Senior Indebtedness. (c) If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness or the Representative of such holders of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions contained in this Article Eleven. If any Indebtedness is outstanding under the Senior Bank Facilities, such acceleration will not be effective until the time specified in Section 6.02. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Eleven, of the holders of Senior Indebtedness in respect of cash or other property of the Company received upon the exercise of such remedy); provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on or with respect to the Securities.79