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

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; providedprovided , howeverhowever , that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVXIV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 15.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.02 1202 or as otherwise specified as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact written notice thereof shall, at least three Business Days or prior to the time of such payment, have been made known to received by the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVdefault. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest interest, if any, on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.02 for the Securities of any series by delivering and crediting pursuant to Section 12.02 (or as otherwise specified as contemplated by Section 3.02 for the Securities of any series) Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact written notice thereof shall, at least three Business Days or prior to the time of such payment, have been made known to received by the Trustee Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default by the Company in the payment of principal of (or principal, premium, if any) interest or interest any other payment due on any Senior Indebtedness of the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that any event the maturity of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as the case may be, has been accelerated because of a default, then, in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of defaultcase, then no payment shall be made by the Company on account of with respect to the principal of (including redemption and sinking fund payments) of, or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to Debentures until such default is cured or which have waived or ceases to exist or any such acceleration or demand for payment has been converted pursuant to Article XVrescinded. In the event that, notwithstanding the foregoing, the Company shall make any payment to shall be received by the Trustee or the Holder of any Security when such payment is prohibited by the foregoing provisions preceding paragraph of this SectionSection 15.4, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and or delivered forthwith to, the holders of Senior Indebtedness or their respective representatives, or to the Company. The provisions of this Section shall not apply to trustee or trustees under any payment with respect indenture pursuant to which Section 16.02 would any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be applicablepaid to the holders of Senior Indebtedness.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVdefault. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default by the Company in the payment of principal of (or principal, premium, if any) interest or interest any other payment due on any Senior Indebtedness of the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that any event the maturity of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to of the date on which it would otherwise have become due and payableCompany, unless and until such event as the case may be, has been accelerated because of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of a default, then no payment shall be made by the Company on account of with respect to the principal of (including redemption payments) of, or premium, if any) , or interest (including Additional Payments) on the Securities or on account of the purchase or other acquisition of Securities; providedDebentures, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering unless and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to until such default is cured or which have waived or ceases to exist or any such acceleration or demand for payment has been converted pursuant to Article XVrescinded. In the event that, notwithstanding the foregoing, the Company shall make any payment to shall be received by the Trustee or the Holder of any Security when such payment is prohibited by the foregoing provisions preceding paragraph of this SectionSection 4.4, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and or delivered forthwith to, the holders of Senior Indebtedness or their respective representatives, or to the Company. The provisions of this Section shall not apply to trustee or trustees under any payment with respect indenture pursuant to which Section 16.02 would any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be applicablepaid to the holders of Senior Indebtedness.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company nor by any Subsidiary Guarantor on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company or a Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany or to a Subsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest) if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVSubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on (including a default under any redemption or repurchase obligation with respect to) any Senior Indebtedness beyond any applicable grace period with respect thereto, thereto or in the event that any other event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in which would then permit the holders of such Senior Indebtedness becoming or being declared to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist after written notice to the Company and the Trustee by any holder of such acceleration shall have been rescinded Senior Indebtedness, or annulledany trustee, agent or representative therefor or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest (including Liquidated Damages) on the Securities or on account of the purchase purchase, redemption or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or the Trustee, in the case of such Holder. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 13.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a1) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; providedprovided , howeverhowever , that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. XIV. (2) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 15.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulledannulled or all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of defaultor default (unless and until all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration), then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest) if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVSubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Sums, Additional Interest, Compounded Interest and Special Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVsubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in the payment Senior Guarantor Indebtedness by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1802 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Guarantor, directly or indirectly, in respect of the Guarantees on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted Guarantor Indebtedness, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Guarantor, directly or indirectly, in respect of the Guarantees on account of the principal of (or of, premium, if any) , or interest and Additional Amounts on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVCoupons. In the event that, notwithstanding the foregoing, the Company Guarantor shall make any payment to the Trustee or with respect to the Holder Guarantee of any Security prohibited by the foregoing 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, as the case may be, the Holder of the Security to which such HolderGuarantee relates, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicableGuarantor.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest or any other payment on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default or which have been converted pursuant to Article XVTwelve. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 13.2 would be applicable.

No Payment When Senior Indebtedness in Default. (ai) In the event and during the continuation of any default in the payment of principal of (or principal, premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such continuing, permitting the direct holders of that Senior Indebtedness becoming (or being declared due and payable prior a trustee on behalf of the holders thereof) to accelerate maturity of that Senior Indebtedness, whether or not the date on which it would otherwise have become due and payablematurity is in fact accelerated (unless, unless and until such in the case of either subclause (i) or (ii) of this clause (a), the payment default or event of default shall have has been cured or waived or shall have ceased to exist and such any related acceleration shall have has been rescinded or annulledrescinded), or (biii) in the event that any judicial proceeding shall be pending with respect to any such a payment default in payment or event of defaultdefault described in subclause (i) or (ii) of this clause (a), then no payment or distribution of any kind or character, whether in cash, securities or other property, shall be made by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase any purchase, redemption or other acquisition of Securities; providedSecurities by the Company, howeverany Subsidiary of the Company, that nothing the Trustee or any Paying Agent unless and until all amounts then due and payable in this Section respect of such Senior Indebtedness, including any interest accrued after such event occurs, shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired paid in full. (upon redemption or otherwiseb) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact written notice thereof shall, at or least three Business Days prior to the time of such payment, have been made known to received by the Trustee Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. . (c) The provisions of this Section shall not apply to any payment Securities Payment with respect to which Section 16.02 13.02 would be applicable.

No Payment When Senior Indebtedness in Default. (ai) In the event of and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event that any other event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase pur- chase or redemption or other acquisition of Securities; provided, however, that nothing in this Section Securities unless and until such payment default shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption cured or otherwise) prior waived or shall have ceased to exist or such default or which acceleration shall have been converted pursuant to Article XVrescinded or annulled or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be received and held in trust for the holders of Senior Indebtedness and shall be paid over and or delivered forthwith to the CompanyRepresentative of Senior Indebtedness then outstanding to the extent necessary to pay in full in cash or cash equivalents all Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVdefault. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVXIV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 15.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation No payment of any default in the payment of principal of (or principal, including redemption payments, if any, premium, if any) , or interest on (including Additional Interest) the Securities shall be made if: (1) any Senior Indebtedness beyond is not paid when due, whether at the stated maturity of any such payment or by call for redemption, and any applicable grace period with respect theretoto such default has ended, with such default remaining uncured, and such default has not been waived or in otherwise ceased to exist; (2) the event that any event maturity of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming has been accelerated because of a default; or (3) notice has been given of the exercise of an option to require repayment, mandatory payment or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured prepayment or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or otherwise. (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment Payment to the Trustee or the any Holder of any Security prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment Payment shall be held in trust and paid over and delivered forthwith to the holders of the Senior Indebtedness or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company. , for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. (c) The provisions of this Section shall not apply to any payment Payment with respect to which Section 16.02 12.2 hereof would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in Senior Indebtedness of the payment Company by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1702 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Company on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Company, directly or indirectly, on account of the principal of (or of, premium, if any) , or interest and Additional Amounts on the Securities or on account of the purchase or other acquisition of SecuritiesCoupons; provided, however, that nothing in this Section shall -------- ------- prevent the satisfaction of any sinking fund payment in accordance with Article XII Thirteen by delivering and crediting pursuant to Section 12.02 1302 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVother default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 1703 shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company a Guarantor on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVits Guarantee. In the event that, notwithstanding the foregoing, the Company a Guarantor shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicablesuch Guarantor.

No Payment When Senior Indebtedness in Default. In the event the Trustee receives notice from the Company or any Senior Lender (or a trustee therefor) (a “Block-out Notice”) that there shall exist and be continuing (a) In the event and during the continuation of any default in the payment of principal of (or of, premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that (b) any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted (other than a default specified in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or clause (ba) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then above) no payment shall be made by the Company on account of principal of (or of, premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which other default; and provided further that no Block-out Notice given with respect to one or more defaults of the type referred to in clause (b) above shall be effective to suspend for longer than 179 days from the date that such a Block-out Notice is first received, in any 360-day period, any payment in respect of principal of, premium, if any, or interest on the Securities that has become due (or would have been converted pursuant to Article XVbecome due but for the provisions of this Section 14.3) and only one such Block-out Notice may be in effect during any 360-day period. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities and any coupons appertaining thereto; -82- provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 12.2 Securities and any coupons appertaining thereto which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVXIV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security and any coupons appertaining thereto prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 15.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event of and during the continuation of any default in the payment of principal of (or premium, if any) , on), or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or (b) in the event that any event of default (other than an event described in clause (a) with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming or being declared to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, then no direct or indirect payment shall be made by the Company on account of the principal of (or premium, if any, on), or interest on the Securities or any fees or other amounts payable by the Company in connection therewith or on account of the purchase or redemption or other acquisition of Securities (i) in case of any event of default described in clause (a), unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist and (ii) in case of any event of default specified in clause (b), from the date the Company or the Trustee first receives written notice of such acceleration shall have been rescinded event of default from the holders of Senior Indebtedness until the earlier of (x) 360 days after such date, and (y) the date, if any, on which the Senior Indebtedness to which such event of default relates is discharged or annulled, such event of default is waived in writing by the holders of such Senior Indebtedness or otherwise cured (provided that further written notice relating to the same or any other event of default specified in clause (b) in the event any judicial proceeding shall be pending above with respect to any such default in payment or event of default, then no payment shall be made Senior Indebtedness received by the Company or the Trustee within 360 days after receipt of the initial such written notice shall not be effective for purposes of this clause (ii)). In the event that the principal amount of the Securities, together with any accrued interest thereon, is declared due and payable before its Stated Maturity in accordance with Section 502, then and in such event the holders of the Senior Indebtedness outstanding at such time shall be entitled to receive payment in full of all amounts due or to become due on account or in respect of such Senior Indebtedness before the Holders of the Securities are entitled to receive any payment with respect to the Securities (including, without limitation, any payment that may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities.) Section 1304. Payment Permitted if No Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to in section 1302 or under the conditions described in Section 1303, from making payments at any time of principal of (or and premium, if any, on) or interest on the Securities or on account of the purchase or any other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII amount payable by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to under the Trustee Securities or the Holder of any Security prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicableIndenture.

No Payment When Senior Indebtedness in Default. (a) In the event ---------------------------------------------- and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest) if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, Securities by the Company or any Subsidiary (except that nothing in this Section shall prevent the satisfaction Holders of Securities may receive payments and other distributions made from any sinking fund payment in accordance with Article XII by delivering and crediting defeasance trust created pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVSECTION 15.01 hereof). In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee assigned to the principal office of the Trustee or, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities) shall be made by the Company Corporation on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in Payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company Corporation shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCorporation. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment payment, or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities of any series or on account of the purchase or other acquisition of SecuritiesSecurities of any series; provided, however, that that, if as specified as contemplated by Section 301 Article Twelve is applicable to any series of Securities, nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities of such series which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security of any series prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1302 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledannulled or such Senior Indebtedness shall have been paid in full in cash, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVdefault. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 16.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) , or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent any of the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVNotes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security of the Notes prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered by the Trustee or the Holder, as the case may be, forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or of, premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or of, premium, if any) , or interest (including any Additional Interest), if any, on the Securities Debentures or on account of the purchase or other acquisition of Securities; providedDebentures by the Company or any Subsidiary, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment each case unless and until all amounts due or to become due on such Senior Indebtedness are paid in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVfull. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Debenture prohibited by the foregoing provisions of this SectionSection 14.4, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 14.4 shall not apply to any payment with respect to which Section 16.02 14.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in Senior Indebtedness of the payment Company by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 6.2 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Company on account of the principal of, premium, if any, or interest on the Notes. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Company, directly or indirectly, on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVNotes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing 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 Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 6.3 shall not apply to any payment with respect to which Section 16.02 6.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment Securities Payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVmade. In the event that, notwithstanding the foregoing, the Company shall make any payment Securities Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such paymentSecurities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment Securities Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment Securities Payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulledannulled or all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of defaultor default (unless and until all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration), then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest) if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVsubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing provisions of this SectionSection 14.9, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing ----------------------- * This provision should be included if the Company may have a class or classes of debt which are subordinated to the Securities. 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist or the Company and such acceleration the Trustee shall have been rescinded or annulled, or (b) in received written notice from the event any judicial proceeding shall be pending Representative of the Senior Indebtedness with respect to any which such default in payment or event of defaultdefault relates approving payment on the Debentures, then no payment shall be made by the Company on account of principal of (with respect to the Principal or premiumrepurchase price, if any) , or interest on the Securities Debentures or on account to acquire any of the purchase or other acquisition of SecuritiesDebentures; provided, however, provided that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to no such default will prevent any payment on, or which have with respect to, the Debentures for more than 120 days unless the maturity of such Senior Indebtedness has been converted pursuant accelerated. Not more than one such 120 day delay may be made in any consecutive 360 day period, irrespective of the number of defaults with respect to Article XVSenior Indebtedness during such period. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the to any Holder of any Security prohibited by the foregoing provisions provision of this SectionSection 11.4, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee by written notice or, as the case may be, be such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 11.4 shall not apply to any payment with respect to which Section 16.02 11.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, thereto or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in which would permit the holders of such Senior Indebtedness becoming or being declared to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase purchase, redemption or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or the Trustee, in the case of such Holder. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 13.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulledannulled or all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of defaultor default (unless and until all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration), then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company Corporation on account of principal of (or premium, if any) or interest if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Corporation or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVSubsidiary. In the event that, notwithstanding the foregoing, the Company Corporation shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicableCorporation.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in Senior Indebtedness of the payment Company by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1702 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Company on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Company, directly or indirectly, on account of the principal of (or of, premium, if any) , or interest and Additional Amounts on the Securities or on account of the purchase or other acquisition of SecuritiesCoupons; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Thirteen by delivering and crediting pursuant to Section 12.02 1302 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVother default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 1703 shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.. 109

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified pursuant to Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.02 1202 or as otherwise specified pursuant to Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. If payment or distribution on account of the Securities of any character or security, whether in cash, securities or other property, is received by Holder, including any applicable Trustee, in contravention of any of the terms of this Article and before all Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of, and must be paid over or delivered and transferred to, holders of Senior Indebtedness at the time outstanding in accordance with the priorities then existing among those holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on on, or any other amounts owing with respect to, any Senior Indebtedness beyond any applicable grace period with respect thereto, or in when the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared same becomes due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default, then, unless and until such default in shall have been cured or waived or shall have ceased to exist, no payment or event distribution of defaultany kind or character, then no payment whether in cash, properties or Securities shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section Securities by the Company or any Subsidiary. (b) The Company shall prevent give prompt written notice to the satisfaction Trustee of any sinking fund default in payment in accordance with Article XII by delivering and crediting pursuant of principal of or interest on any Senior Indebtedness; provided that no failure to Section 12.02 Securities which give such a notice shall have been acquired any effect whatsoever on the subordination provisions described herein. (upon redemption or otherwisec) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoingprovisions of this Section 10.4, the Company shall make any payment to the Trustee or the Holder of any Security the Securities prohibited by the foregoing provisions of this SectionSection 10.4, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in Section 10.10, to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. . (d) The provisions of this Section shall not apply to any payment with respect to which Section 16.02 10.2 would be applicable.

No Payment When Senior Indebtedness in Default. Subject to the last paragraph of this Section 1304, (a) In (i) in the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until whether or not such Senior Indebtedness has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section 1304), or (b) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of defaultdefault that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any, on) or interest interest, if any on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section 1304 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVin payment. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions No default in payment or event of default with respect to any Senior Indebtedness shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of the first paragraph of this Section 1304, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of the first paragraph of this Section 1304, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired); provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Indebtedness as to which Section 16.02 would be applicablethe Company has waived the application of this paragraph in the instrument evidencing such Senior Indebtedness or by which such Senior Indebtedness is created, incurred, assumed or guaranteed by the Company.

No Payment When Senior Indebtedness in Default. (a) In No payments on account of the event and during the continuation of any default in the payment of principal of (or premium, if any, on) or interest, if any, on the Securities shall be made by the Company if, at the time of such payment or immediately after giving effect thereto, there shall exist with respect to any Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness is issued, any default in the payment of principal, premium (if any) or interest on any in respect of such Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or . (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions provision of this Section, and if such fact shall, shall at or prior to the time of such payment, payment or distribution have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions 77 Section 1204. Payment Permitted if No Default. Nothing contained in this Article or elsewhere in this Indenture or in any of this the Securities shall prevent the Company at any time except during the pendency of any case, proceeding, liquidation, dissolution or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section shall not apply to 1202 or under the conditions described in Section 1203, from making payments at any payment with respect to which Section 16.02 would be applicabletime of principal of (or premium, if any, on) or interest, if any, on the Securities.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVNotes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default by the Company in the payment of principal of (or principal, premium, if any) interest or interest any other payment due on any Senior Indebtedness of the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that any event the maturity of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as the case may be, has been accelerated because of a default, then, in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of defaultcase, then no payment shall be made by the Company on account of with respect to the principal of (including redemption and sinking fund payments) of, or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to Debentures until such default is cured or which have waived or ceases to exist or any such acceleration or demand for payment has been converted pursuant to Article XVrescinded. In the event that, notwithstanding the foregoing, the Company shall make any payment to shall be received by the Trustee or the Holder of any Security when such payment is prohibited by the foregoing provisions preceding paragraph 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, as the case may be, such Holder, then and in such event Section 13.04 such payment shall be held in trust for the benefit of, and shall be paid over and or delivered forthwith to, the holders of Senior Indebtedness or their respective representatives, or to the Company. The provisions of this Section shall not apply to trustee or trustees under any payment with respect indenture pursuant to which Section 16.02 would be applicable.any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of (i) that any default in the payment of principal of (or of, premium, if any) , on, interest, if any (including Additional Amounts, if any, and Special Interest, if any), on, or interest on other amounts due in respect of, any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment, redemption or in the event otherwise, shall have occurred and be continuing or (ii) that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, payable unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist and such acceleration shall have been rescinded or annulled, annulled or (b) in the event if any judicial proceeding shall be is pending with respect to any such default in payment or event of defaultdefault with respect to the Senior Indebtedness, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes) shall be made by the Company on account of the principal of (or of, premium, if any) , on, interest on, or interest on other amounts due in respect of, the Securities Notes or on account of the purchase purchase, redemption or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance Notes from or with Article XII by delivering and crediting pursuant respect to Section 12.02 Securities which have been acquired assets constituting Convertible Note Collateral (upon redemption or but not otherwise). (b) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment from assets constituting Convertible Note Collateral (but not otherwise) to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Trust Officer of the Trustee orin writing or to such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.2 would be applicable.

No Payment When Senior Indebtedness in Default. No payment (aincluding any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes) In shall be made by the Company on account of the principal of or any premium or interest on the Notes or on account of the purchase or other acquisition of Notes: (1) in the event and during the continuation of any default in the payment of the principal of (or premium, if any) any premium or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoto such Senior Indebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared the trustee on behalf of the holders of such Senior Indebtedness) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or or (b2) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section 3.02 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII XI of the Base Indenture by delivering and crediting crediting, pursuant to Section 12.02 Securities 11.2 of the Base Indenture, Notes which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this SectionSection 3.02, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 3.02 shall not apply to any payment with respect to which Section 16.02 3.01 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company nor by any Subsidiary Guarantor on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, howeverhowever , that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company or a Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany or to a Subsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default by the Company in the payment of principal of (or principal, premium, if any) interest or interest any other payment due on any Senior Indebtedness of the Company, as the case may be, beyond any applicable grace period with respect thereto, or in the event that any event the maturity of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to of the date on which it would otherwise have become due and payableCompany, unless and until such event as the case may be, has been accelerated because of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of a default, then no payment shall be made by the Company on account of with respect to the principal of (including redemption payments) of, or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; providedDebentures, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering unless and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to until such default is cured or which have waived or ceases to exist or any such acceleration or demand for payment has been converted pursuant to Article XVrescinded. In the event that, notwithstanding the foregoing, the Company shall make any payment to shall be received by the Trustee or the Holder of any Security when such payment is prohibited by the foregoing provisions preceding paragraph of this SectionSection 4.4, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and or delivered forthwith to, the holders of Senior Indebtedness or their respective representatives, or to the Company. The provisions of this Section shall not apply to trustee or trustees under any payment with respect indenture pursuant to which Section 16.02 would any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be applicablepaid to the holders of Senior Indebtedness.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this SectionSection , and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event (i) and during the continuation of any default in the payment of principal of (or of, premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment redemption or otherwise, or in the event (ii) that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, payable unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase purchase, redemption or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired . (upon redemption or otherwiseb) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Trust Officer of the Trustee orin writing or to such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 10.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) any premium or interest on any Senior Indebtedness during or beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and and, if any such Senior Indebtedness shall have been accelerated, such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) any premium or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default declaration of acceleration or which have been converted pursuant to Article XVFourteen. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1502 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of (a) any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event (b) that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVNotes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this SectionSection 3.4, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 3.4 shall not apply to any payment with respect to which Section 16.02 3.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, annulled or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, ; then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, shall then have been made known to the Trustee or, as the case may be, such HolderTrustee, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany for the benefit of the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 11.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the happening of an event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default would result upon any payment with respect to the Debentures) with respect to any Senior Indebtedness shall have occurred as such event of default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, and be continuing if the default is other than default in payment of the principal of, premium, if any, or interest on such Senior Indebtedness, upon written notice thereof given to the Company and shall have resulted in the Trustee by the holders of such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payabletheir representative, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment Debentures Payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVCompany. In the event that, notwithstanding the foregoing, the Company shall make any payment Debentures Payment to the Trustee or the any Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such paymentDebentures Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment Debentures Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment Debentures Payment with respect to which Section 16.02 12.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; , and for a period of 180 days after any such occurrence the Holders shall, to the extent permitted by law, be prohibited from making any bankruptcy filing with respect to the Company or from filing suit to enforce their rights under this Indenture (provided, however, that nothing in this Section if any such default is cured, waived or shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant otherwise --------- ------- cease to Section 12.02 Securities which have been acquired (upon redemption exist, or otherwise) such proceeding shall be terminated, prior to the expiration of such 180-day period, as shall be acknowledged in writing by the holder(s) of a majority in interest of the Senior Indebtedness with respect to which such default or which have been converted pursuant proceeding relates, then such prohibition shall terminate on such earlier date as such default is cured, waived or otherwise ceases to Article XVexist or such proceeding is terminated). 77 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII if any is contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to as contemplated by Section 12.02 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact written notice thereof shall, at or least three Business Days prior to the time of such payment, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified pursuant to Section 301 for the Securities of any series by delivering and crediting pursuant to Section 12.02 1202 or as otherwise specified pursuant to Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Companydefault. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Indebtedness are paid in full; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.02 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 13.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest or any other payment on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default or which have been converted pursuant to Article XVTwelve. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1302 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVsubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, 54 61 unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of redemption price or principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany for the benefit of the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1302 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company Guarantor on account of principal of (or premium, if any) or interest on (including any Additional Sums, Additional Interest, Compounded Interest and Special Interest), if any, pursuant to the Securities Guarantee or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Instruments by Guarantor or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVsubsidiary. In the event that, notwithstanding the foregoing, the Company Guarantor shall make any payment to the Trustee or the Holder of any Security Beneficiary prohibited by the foregoing provisions of this SectionSchedule, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such HolderBeneficiary, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicableGuarantor.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company Parent Guarantor on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVGuarantee. In the event that, notwithstanding the foregoing, the Company Parent Guarantor shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing 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, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicableParent Guarantor.

No Payment When Senior Indebtedness in Default. (ai) In the event of and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or (ii) in the event that any other event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or redemption or other acquisition of Securities; provided, however, that nothing in this Section Securities unless and until such payment default shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption cured or otherwise) prior waived or shall have ceased to exist or such default or which acceleration shall have been converted pursuant to Article XVrescinded or annulled or the holders of such Senior Indebtedness or their agents have waived the benefits of this Section. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be received and held in trust for the holders of Senior Indebtedness and shall be paid over and or delivered forthwith to the CompanyRepresentative of Senior Indebtedness then outstanding to the extent necessary to pay in full in cash or cash equivalents all Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment payment, or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent any of the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption 2004 Notes or otherwise) prior to such default or which have been converted pursuant to Article XVthe 2007 Notes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security of the 2004 Notes or the 2007 Notes prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered by the Trustee or the Holder, as the case may be, forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , interest or interest Liquidated Damages, if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured cured, waived or waived remedied or shall have ceased to exist and such acceleration shall have been rescinded or annulledannulled or all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of defaultor default (unless and until all amounts due on such Senior Indebtedness are paid in full in cash or other permitted consideration), then no payment or distribution of any kind or character, whether in cash, properties or securities shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest) if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent Securities by the satisfaction of Company or any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVSubsidiary. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder holder of any Security prohibited by the foregoing provisions of this Section, and and, except as provided in Section 14.4, if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holderholder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVNotes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this SectionSection 7.04, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section Section7.04 shall not apply to any payment with respect to which Section 16.02 7.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment payment, or event of default, then no payment shall be made by the Company Corporation on account of principal of (of, or premium, if any) , or interest on the Securities of any series or on account of the purchase or other acquisition of SecuritiesSecurities of any series; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which of such series that have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company Corporation shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered by the Trustee or the Holder, as the case may be, forthwith to the CompanyCorporation. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent in its possession, in the case of the Trustee) be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.02 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted which permits or results in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or in the event any such default would occur upon a payment with respect to the Securities, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such any acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of SecuritiesSecurities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII if any is contemplated by Section 301 for the Securities of any series by delivering and crediting pursuant to as contemplated by Section 12.02 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact written notice thereof shall, at least three Business Days or prior to the time of such payment, have been made known to received by the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1202 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the principal of (or premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 12.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in Senior Indebtedness of the payment Company by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1702 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Company on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Company, directly or indirectly, on account of the principal of (or of, premium, if any) , or interest and Additional Amounts on the Securities or on account of the purchase or other acquisition of SecuritiesCoupons; provided, however, that nothing in this Section -------- ------- shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Thirteen by delivering and crediting pursuant to Section 12.02 1302 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVother default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 1703 shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVevent of default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) , or interest on the Securities Notes or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent any of the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption 2004 Notes or otherwise) prior to such default or which have been converted pursuant to Article XVthe 2007 Notes. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security of the 2004 Notes or the 2007 Notes prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered by the Trustee or the Holder, as the case may be, forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1102 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of redemption price or principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany for the benefit of the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1302 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In Upon the event and during the continuation maturity of any default in Senior Indebtedness of the payment Company by lapse of time, acceleration or otherwise, all principal of thereof (or and premium, if any) and interest due thereon, including interest thereon accruing after the commencement of any proceeding of the type referred to in Section 1702 above, and all other amounts due on or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, shall first be paid in full, or such payment duly provided for in cash, before any payment, directly or indirectly, is made by the event that any Company on account of the principal of, premium, if any, or interest and Additional Amounts on the Securities or Coupons. Upon the happening of an event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted of the Company, as defined therein or in such Senior Indebtedness becoming or being declared due and payable prior to the date on instrument under which it would otherwise have become due and payableis outstanding permitting the holders to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulledexist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company Company, directly or indirectly, on account of the principal of (or of, premium, if any) , or interest and Additional Amounts on the Securities or on account of the purchase or other acquisition of SecuritiesCoupons; provided, however, that nothing in this Section shall -------- ------- prevent the satisfaction of any sinking fund payment in accordance with Article XII Thirteen by delivering and crediting pursuant to Section 12.02 1302 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which have been converted pursuant to Article XVother default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section 1703 shall not apply to any payment with respect to which Section 16.02 1702 would be applicable.. 109

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond Indebtedness, or in the payment of any applicable grace period with commitment or other fees in respect theretothereof, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCompany for the benefit of the holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1402 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event (i) and during the continuation of any default in the payment of principal of (or of, premium, if any, on, interest, if any, (including Additional Amounts if any, and Special Interest, if any) on, or interest on other amounts due in respect of, any Senior Indebtedness beyond any applicable grace period with respect theretoIndebtedness, whether at the date of a required payment, maturity, upon mandatory prepayment redemption or otherwise, or in the event (ii) that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, payable unless and until such event of default shall have been cured or waived in writing or shall have ceased to exist and such acceleration shall have been rescinded or annulled, annulled or (b) in the event if any judicial proceeding shall be is pending with respect to any such default in payment or event of defaultdefault with respect to the Senior Indebtedness, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes) shall be made by the Company on account of the principal of (or of, premium, if any) , on interest on, or interest on other amounts due in respect of, the Securities Notes or on account of the purchase purchase, redemption or other acquisition of Securities; providedNotes, however, that nothing other than in this Section shall prevent respect of the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired Collateral. (upon redemption or otherwiseb) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security Note prohibited by the foregoing provisions of this SectionSection , other than in respect of the Collateral, and if such fact shall, at or prior to the time of such payment, have been made known to a Trust Officer of the Trustee orin writing or to such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 12.2 would be applicable.

No Payment When Senior Indebtedness in Default. In the event the Trustee receives notice from the Company, the Guarantor or any Senior Lender (or a trustee therefor) (a "Block-out Notice") that there shall exist and be continuing (a) In the event and during the continuation of any default in the payment of principal of (or of, premium, if any) , or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that (b) any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted (other than a default specified in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or clause (ba) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then above) no payment shall be made by the Company on account of principal of (or of, premium, if any) , or interest on the Securities or on account of the purchase or other acquisition of Securities; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 12.2 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or which other default; and provided further that no Block-out Notice given with respect to one or more defaults of the type referred to in clause (b) above shall be effective to suspend for longer than 180 days from the date that such a Block-out Notice is first received, in any 360-day period, any payment in respect of principal of, premium, if any, or interest on the Securities that has become due (or would have been converted pursuant to Article XVbecome due but for the provisions of this Section 14.3) and only one such Block-out notice may be in effect during any 360-day period. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 14.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, of the Corporation or in the event that any event of default with respect to any Senior Indebtedness of the Corporation shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Subordinated Payment), shall be made by the Company Corporation on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Series A Securities or on account of the purchase or other acquisition of Securities; providedthe Series A Securities by the Corporation, however, that nothing in this Section shall prevent the satisfaction each case unless and until all Allocable Amounts of any sinking fund payment such Senior Indebtedness are paid in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVfull. In the event that, notwithstanding the foregoing, the Company Corporation shall make any payment to the Trustee or the Holder of any Series A Security prohibited by the foregoing 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, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the CompanyCorporation. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 3.2 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) any premium or interest on any Senior Indebtedness during or beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in permitting the holders of such Senior Indebtedness becoming (or being declared a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and and, if any such Senior Indebtedness shall have been accelerated, such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) any premium or interest on the -76- 79 Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII Twelve by delivering and crediting pursuant to Section 12.02 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default declaration of acceleration or which have been converted pursuant to Article XVFourteen. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1502 would be applicable.

No Payment When Senior Indebtedness in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on on, or any other amounts owing with respect to, any Senior Indebtedness beyond any applicable grace period with respect thereto, or in when the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared same becomes due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default, then, unless and until such default in shall have been cured or waived or shall have ceased to exist, no payment or event distribution of defaultany kind or character, then no payment whether in cash, properties or Securities shall be made by the Company on account of principal of (or premium, if any) or interest interest, if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section Securities by the Company or any Subsidiary. The Company shall prevent give prompt written notice to the satisfaction Trustee of any sinking fund default in payment in accordance with Article XII by delivering and crediting pursuant of principal of or interest on any Senior Indebtedness; provided that no failure to Section 12.02 Securities which give such a notice shall have been acquired (upon redemption or otherwise) prior to such default or which have been converted pursuant to Article XVany effect whatsoever on the subordination provisions described herein. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security the Securities prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known as set forth in Section 1310, to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any payment with respect to which Section 16.02 1302 would be applicable.