Common use of Company Not to Make Payments with Respect to Securities in Certain Circumstances Clause in Contracts

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence of any default in the payment of principal, premium, if any, or interest then due and payable in respect of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment"), unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt (other than a default or event of default relating to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives any Payment at a time when, in case of payment to the Trustee, the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders and owners of Senior Debt as their interests may appear or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay such Senior Debt in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Debt.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and premium, if any, and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness, before any payment is made on account of principal, the principal of or premium, if any, or interest then due and payable in respect on the Securities or to acquire any of the Securities or on account of any sinking fund (except sinking fund payments made in Securities acquired by the Company before the maturity of such Senior Debt Indebtedness). (either at maturityb) Upon the happening of (i) an event of default with respect to any Senior Indebtedness, upon redemptionas such event of default is defined therein or in the instrument under which it is outstanding, by declaration permitting the holders to accelerate the maturity thereof, or otherwise)(ii) an event which, with the giving of notice, or lapse of time, or both, would constitute such an event of default, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made by the Company with respect to the principal of or agreed premium, if any, or interest on the Securities or to be acquire any of the Securities or on account of any sinking fund for the Securities (except sinking fund payments made in Securities acquired by the Company before such default and notice thereof). (c) In the event that notwithstanding the provisions of this Section 1202 the Company shall make any payment to the Trustee on account of the principal of, of or premium, if any, or interest on the Securities, or in respect on account of any redemptionsinking fund, retirement, purchase or other acquisition of any the Holders of the Securities, and no holder of any Security Securities shall be entitled to demand or receive any such payment, after the happening of a default in payment (any of the foregoing payments principal of or actions being referred to in this Section 11.02 as a "Payment")premium, if any, or interest on Senior Indebtedness, then, unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt shall have been cured or waived or shall have ceased to exist, such payment (other than a default or event of default relating subject to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A1206) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives any Payment at a time when, in case of payment to the Trustee, the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholderthe Holders of the Securities, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative representatives or the trustee under the indenture or other agreement (if any) pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its termsthe terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default in the payment of principal, premium, if any, or interest then due and payable in respect principal of any Senior Debt (either at maturityIndebtedness by lapse of time, upon redemption, by declaration acceleration or otherwise), no direct all Obligations thereon shall first be paid in full, or indirect such payment (duly provided for in cashcash or in a manner satisfactory to the holders of such Senior Indebtedness, property, securities, by set-off or otherwise) shall be made or agreed to be before any payment is made on account of any Obligations with respect to the principal of, premium, if any, Securities or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of to acquire any of the Securities. (b) Upon the happening of an event of default (or if any event of default would result upon any payment with respect to the Securities) with respect to any Senior Indebtedness, and no holder as such event of any Security shall be entitled default is defined therein or in the instrument under which it is outstanding, permitting the holders to demand or receive any such accelerate the maturity thereof, and, if the default is other than default in payment (any of the foregoing payments principal or actions being referred interest on such Senior Indebtedness (a “non-payment default”), upon written notice thereof given to in this Section 11.02 as a "Payment")the Company and the Trustee by the holders of such Senior Indebtedness or their representative, then, unless and until such event of default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid cured or waived or shall have ceased to exist, no payment shall be made by the Company of any Obligations with respect to the Securities or to acquire any of the Securities; provided, however, that in full or provision therefor in cashthe event of a non-payment default, in cash equivalents, or in accordance with such payment blockage shall not exceed a period of 179 days commencing on the terms date of receipt by the Company of written notice of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a non-payment default or event of default under any agreement governing Senior Debt (other than a default or event of default relating to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, Indebtedness or by its representative; provided that during any 360-day period the aggregate of all payment blockage periods pursuant hereto shall not exceed 179 days and there shall be a representative period of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 at least 181 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A) the default or event of default in each 360-day period when no payment blockage period pursuant hereto is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that timein effect. (c) In the event that that, notwithstanding the provisions of this Section 9.02, the Company shall make any payment to the Trustee or the Holders on account of any Securityholder receives any Payment at a time when, in case of payment Obligations with respect to the TrusteeSecurities, after the happening of a default in payment of the principal of Senior Indebtedness or an event of default in respect of the payment of interest on Senior Indebtedness or after receipt by the Company and the Trustee or, of written notice as provided in case this Section 9.02 of payment an event of default with respect to any SecurityholderSenior Indebtedness, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment payment (subject to the provisions of Sections 9.06 and 9.07) shall be held by the Trustee or such SecurityholderHolders, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Notwithstanding the foregoing, the provisions of this Section 9.02(c) shall not apply to the fees and expenses due to the Trustee pursuant to Section 6.07 hereof, which fees and expenses shall be paid directly to the Trustee.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence of any default in the payment of principal, premium, if any, or interest then due and payable in respect maturity of any Senior Debt (either at maturityby lapse of time, upon redemption, by declaration acceleration or otherwise), all principal thereof and interest thereon and all other Obligations in respect thereof shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for, and, in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, be fully secured by cash collateral, before any payment is made on account of Obligations (including Contingent Payments and any Make-Whole Amount) in respect of the Securities in cash or property or to acquire or repurchase any of the Securities. (b) Upon the happening of a default or an event of default (as such term is used in the documentation governing Senior Debt) in respect of the payment of any Obligations in respect of Senior Debt, then, unless and until such default or event of default shall have been cured or waived by the holders of such Senior Debt or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made by or agreed on behalf of the Company with respect to be made on account Obligations (including Contingent Payments and any Make-Whole Amount) in respect of the Securities in cash or property or to acquire or repurchase any of the Securities. (c) Upon the happening of a default or an event of default with respect to any Senior Debt (as such terms are used in the documentation governing Senior Debt), other than a default in payment of the principal of, premium, if any, or interest on the SecuritiesSenior Debt, or in if an event of default would result upon any payment with respect of any redemption, retirement, purchase or other acquisition of any of to the Securities, upon written notice, which notice shall specify that such notice constitutes a payment blockage notice pursuant to and no holder of any Security shall be entitled to demand or receive any such payment (any for purposes of, this Section 13.5(c), of the foregoing payments default given to the Company and the Trustee by the (i) holders of Designated Senior Debt representing a majority of the principal amount thereof or actions being referred to in this Section 11.02 as a "Payment")their representative, or (ii) the Minimum Payment Guarantor, then, unless and until such default or event of default has been cured or waived or cured otherwise has ceased to exist, no payment may be made by or all amounts then due on behalf of the Company with respect to Obligations in respect of the Securities (including Contingent Payments and payable any Make-Whole Amount) in cash or property, or to acquire or repurchase any of the Securities for principal ofcash or property. Notwithstanding the foregoing, premium, if any, and interest on all unless the Designated Senior Debt shall have been paid or Minimum Payment Guaranty Obligations in full or provision therefor in cash, in cash equivalents, or in accordance with the terms respect of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt (other than exists has been declared due and payable in its entirety, in the case of a default or default, within 30 days and, in the case of an event of default relating to payment of principaldefault, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits within 180 days after the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a date written notice of such default or event of default from a person who may give is delivered as set forth above (the "Payment Blockage Period"), and such notice (includingdeclaration has not been rescinded, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding is required (subject to the provisions of this Section 11.02(b13.2 and Sections 13.5(a) and (b), to the Company may make Payments extent then applicable) then to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities when: Securities. Any number of such notices may be given; provided, however, that (Ai) during any 360 consecutive days, the aggregate of all Payment Blockage Periods shall not exceed 180 days, (ii) there shall be a period of at least 180 consecutive days during each continuous 360-day period when no Payment Blockage Period is in effect, and (iii) any default or event of default is cured that resulted in the commencement of a 180-day period may not be the basis for the commencement of any other 180-day period; provided, however, that (a) a default or waived; or (B) 90 days pass after event of default that resulted in the earliest such notice is given, with respect to commencement of a 180-day period may be the basis for the commencement of another 180-day period if such default or event of default so long as was cured or waived for at least 90 days, (b) for the purpose of this Article clause (includingiii), without limitationseparate breaches of the same covenant shall be deemed to give rise to separate defaults or events of default, Section 11.02(a)) otherwise permits a Payment at that time. and (c) for purposes of this clause (iii), any breach of a financial covenant for a subsequent period shall be deemed to give rise to a separate default or event of default. In the event that that, notwithstanding the foregoing provisions of this Section 13.5, any payment or distribution of assets of the Company, whether in cash, property or securities, shall be received by the Trustee or any Securityholder receives any Payment the Holders at a time whenwhen such payment or distribution should not have been made because of this Section 13.5, in case of such payment or distribution (subject to the Trustee, the Trustee or, in case provisions of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment Sections 13.6 and 13.7) shall be held in trust for the benefit of the holders of, and shall be paid or delivered by the Trustee or such SecurityholderHolders, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders and owners of the Senior Debt as their interests may appear remaining unpaid or unprovided for or their agent or representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, for application to the payment of all Obligations in respect of Senior Debt remaining unpaid unpaid, to the extent necessary to pay such all Obligations in respect of Senior Debt in full full, in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders and owners of such Obligations in respect of Senior Debt. (d) The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Debt.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and premium, if any, and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness, before any payment is made on account of principal, the principal of or premium, if any, or interest then due and payable in respect on the Securities or to acquire any of the Securities or on account of any sinking fund (except sinking fund payments made in Securities acquired by the Company before the maturity of such Senior Debt Indebtedness). (either at maturityb) Upon the happening of (i) an event of default with respect to any Senior Indebtedness, upon redemptionas such event of default is defined therein or in the instrument under which it is outstanding, by declaration permitting the holders to accelerate the maturity thereof, or otherwise)(ii) an event which, with the giving of notice, or lapse of time, or both, would constitute such an event of default, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made by the Company with respect to the principal of or agreed premium, if any, or interest on the Securities or to be acquire any of the Securities or on account of any sinking fund for the Securities (except sinking fund payments made in Securities acquired by the Company before such default and notice thereof). (c) In the event that notwithstanding the provisions of this Section 1302 the Company shall make any payment to the Trustee on account of the principal of, of or premium, if any, or interest on the Securities, or in respect on account of any redemptionsinking fund, retirement, purchase or other acquisition of any the Holders of the Securities, and no holder of any Security Securities shall be entitled to demand or receive any such payment, after the happening of a default in payment (any of the foregoing payments principal of or actions being referred to in this Section 11.02 as a "Payment")premium, if any, or interest on Senior Indebtedness, then, unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt shall have been cured or waived or shall have ceased to exist, such payment (other than a default or event of default relating subject to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A1206) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives any Payment at a time when, in case of payment to the Trustee, the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholderthe Holders of the Securities, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative representatives or the trustee under the indenture or other agreement (if any) pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its termsthe terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence of any default in the If payment of principalthe Securities is accelerated because of an Acceleration Event, premium, if any, or interest then due and payable in respect the Company promptly shall notify holders of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account Indebtedness of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment"), unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeacceleration. (b) The Company may not make pay principal of or any Payment premium or interest on the Securities and may not acquire any Securities for cash or property other than capital stock of the Company if: (1i) a default or event of default under any agreement governing on Senior Debt (other than a default or event of default relating to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate its maturity; and (ii) such default is the subject of judicial proceedings or the Company receives written notice of such default from a representative of all the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt)Indebtedness. If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this SectionSection 3.02(b). Notwithstanding the provisions of this Section 11.02(b), the The Company may make Payments resume payments on the Securities and may acquire them when: (Ai) the default or event of such default is cured or waivedwaived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been paid in full in cash or cash equivalent; or (Bii) 90 if such default is not the subject of judicial proceedings, 120 days pass after the earliest such written notice is givenreceived by the Company, with respect to such default or event of default so long as but only if this Article (including, without limitation, Section 11.02(a)) III does not otherwise permits a Payment prohibit such payment or acquisition at that time. (c) In the event that notwithstanding the Trustee or provisions of this Section 3.02 the Company shall make any Securityholder receives any Payment at a time when, in case of payment to the TrusteeTrustee on account of the principal of or any premium or interest on the Securities prohibited by Section 3.02(b), the Trustee orthen, in case of unless and until such payment to any Securityholderis thereafter permitted under Section 3.02(b), such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment payment shall be held by the Trustee or such Securityholder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its termsthe terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior DebtIndebtedness. (d) The Company provisions of this Section 3.02 shall give prompt written notice not apply to the Trustee of any default in the payment of principal of or interest on any Senior Debtwith respect to which Section 3.03 shall apply.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence of any default in the If payment of principalthe Securities is accelerated because of an Acceleration Event, premium, if any, or interest then due and payable in respect the Company promptly shall notify holders of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account Indebtedness of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment"), unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeacceleration. (b) The Company may not make pay principal of or any Payment premium or interest on the Securities and may not acquire any Securities for cash or property other than capital stock of the Company if: (1i) a default or event of default under any agreement governing on Senior Debt (other than a default or event of default relating to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate its maturity; and (ii) such default is the subject of judicial proceedings or the Company receives written notice of such default from a representative of all the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt)Indebtedness. If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this SectionSection 3.02(b). Notwithstanding the provisions of this Section 11.02(b), the The Company may make Payments resume payments on the Securities and may acquire them when: (Ai) the default or event of such default is cured or waivedwaived or shall have ceased to exist or the Senior Indebtedness to which such default relates shall have been paid in full in cash or cash equivalent; or (Bii) 90 if such default is not the subject of judicial proceedings, 120 days pass after the earliest such written notice is givenreceived by the Company, with respect to such default or event of default so long as but only if this Article (including, without limitation, Section 11.02(a)) III does not otherwise permits a Payment prohibit such payment or acquisition at that time. (c) In the event that notwithstanding the Trustee or provisions of this Section 3.02 the Company shall make any Securityholder receives any Payment at a time when, in case of payment to the TrusteeTrustee on account of the principal of or any premium or interest on the Securities prohibited by Section 3.02(b), the Trustee orthen, in case of unless and until such payment to any Securityholderis thereafter permitted under Section 3.02(b), such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment payment shall be held by the Trustee or such Securityholder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, todelivered to (if the Notice required by Section 3.06 has been received by the Trustee), the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its termsthe terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior DebtIndebtedness. (d) The Company provisions of this Section 3.02 shall give prompt written notice not apply to the Trustee of any default in the payment of principal of or interest on any Senior Debtwith respect to which Section 3.03 shall apply.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default in the payment of principal, premium, if any, or interest then due and payable in respect principal of any Senior Debt (either at maturityIndebtedness by lapse of time, upon redemption, by declaration acceleration or otherwise), no direct all Obligations thereon shall first be paid in full, or indirect such payment (duly provided for in cashcash or in a manner satisfactory to the holders of such Senior Indebtedness, property, securities, by set-off or otherwise) shall be made or agreed to be before any payment is made on account of any Obligations with respect to the principal of, premium, if any, Securities or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of to acquire any of the Securities. (b) Upon the happening of an event of default (or if any event of default would result upon any payment with respect to the Securities) with respect to any Senior Indebtedness, and no holder as such event of any Security shall be entitled default is defined therein or in the instrument under which it is outstanding, permitting the holders to demand or receive any such accelerate the maturity thereof, and, if the default is other than default in payment (any of the foregoing payments principal or actions being referred to in this Section 11.02 as interest on such Senior Indebtedness (a "Paymentnon-payment default"), upon written notice thereof given to the Company and the Trustee by the holders of such Senior Indebtedness or their representative, then, unless and until such event of default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid cured or waived or shall have ceased to exist, no payment shall be made by the Company of any Obligations with respect to the Securities or to acquire any of the Securities; provided, however, that in full or provision therefor in cashthe event of a non-payment default, in cash equivalents, or in accordance with such payment blockage shall not exceed a period of 179 days commencing on the terms date of receipt by the Company of written notice of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a non-payment default or event of default under any agreement governing Senior Debt (other than a default or event of default relating to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, Indebtedness or by its representative; provided that during any 360-day period the aggregate of all payment blockage periods pursuant hereto shall not exceed 179 days and there shall be a representative period of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 at least 181 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A) the default or event of default in each 360-day period when no payment blockage period pursuant hereto is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that timein effect. (c) In the event that that, notwithstanding the provisions of this Section 9.02, the Company shall make any payment to the Trustee or the Holders on account of any Securityholder receives any Payment at a time when, in case of payment Obligations with respect to the TrusteeSecurities, after the happening of a default in payment of the principal of Senior Indebtedness or an event of default in respect of the payment of interest on Senior Indebtedness or after receipt by the Company and the Trustee or, of written notice as provided in case this Section 9.02 of payment an event of default with respect to any SecurityholderSenior Indebtedness, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment payment (subject to the provisions of Sections 9.06 and 9.07) shall be held by the Trustee or such SecurityholderHolders, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Notwithstanding the foregoing, the provisions of this Section 9.02(c) shall not apply to the fees and expenses due to the Trustee pursuant to Section 6.07 hereof, which fees and expenses shall be paid directly to the Trustee.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon No payment may be made by the occurrence Company or on behalf of the Company on account of principal of or interest on the Securities or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all such Senior Indebtedness is first paid in full or (ii) upon the happening of any default in the payment of principal, premium, if any, any principal of or interest then on any Senior Indebtedness when the same becomes due and payable in respect of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "PaymentPayment Default"), unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt Payment Default shall have been paid in full cured or provision therefor in cash, in cash equivalents, waived or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeceased to exist. (b) The Company may not make any Payment if: (1) Upon the happening of a default or event of default under any agreement governing Senior Debt (other than a default or event of default relating Payment Default) with respect to payment of principalany Senior Indebtedness, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of as such default or event of default from a person who may give such is defined therein or in the instrument under which it is outstanding, and, upon written notice (including, without limitation, a holder of such Senior Debt, a representative of thereof given to the Company and the Trustee by any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, Indebtedness or their Representative (a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b"Payment Notice"), the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is giventhen, with respect to unless and until such default or event of default so long as this Article (includingshall have been cured or waived or shall have ceased to exist or the Representative gives its written approval, without limitationno payment shall be made by or on behalf of the Company on account of principal of or interest on the Securities or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities; provided, Section 11.02(a)) otherwise permits however, that these provisions will not prevent the making of any payment for more than 179 days after the due date of the first principal or interest payment on the Securities after a Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of 360 consecutive days and (ii) a Payment Notice may only be given (A) if more than $5 million of Senior Indebtedness is outstanding under the Bank Credit Agreement at that timethe time of such notice, by the Representative or (B) if $5 million or less of Senior Indebtedness is outstanding under the Bank Credit Agreement at the time of such notice, by a holder or holders (or the Representative of holders) of at least $5 million principal amount of Senior Indebtedness. (c) In the event that that, notwithstanding the provisions of this Section 10.02, the Company shall make any payment to the Trustee or the Holders on account of any Securityholder receives principal of or interest on the Securities, or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities, after the happening of a Payment at Default or after receipt by the Company and the Trustee of a time whenPayment Notice as provided in this Section 10.02, in case then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such payment (subject to the Trustee, the Trustee or, in case provisions of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment Sections 10.06 and 10.07) shall be held by the Trustee or such SecurityholderHolders, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, Representative as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and premium, if any, and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness, before any payment is made on account of principal, the principal of or premium, if any, or interest then due and payable in respect on the Securities or to acquire any of the Securities or on account of any sinking fund (except sinking fund payments made in Securities acquired by the Company before the maturity of such Senior Debt Indebtedness). (either at maturityb) Upon the happening of (i) an event of default with respect to any Senior Indebtedness, upon redemptionas such event of default is defined therein or in the instrument under which it is outstanding, by declaration permitting the holders to accelerate the maturity thereof, or otherwise)(ii) an event which, with the giving of notice, or lapse of time, or both, would constitute such an event of default, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made by the Company with respect to the principal of or agreed premium, if any, or interest on the Securities or to be acquire any of the Securities or on account of any sinking fund for the Securities (except sinking fund payments made in Securities acquired by the Company before such default and notice thereof). 81 74 (c) In the event that notwithstanding the provisions of this Section 1202 the Company shall make any payment to the Trustee on account of the principal of, of or premium, if any, or interest on the Securities, or in respect on account of any redemptionsinking fund, retirement, purchase or other acquisition of any the Holders of the Securities, and no holder of any Security Securities shall be entitled to demand or receive any such payment, after the happening of a default in payment (any of the foregoing payments principal of or actions being referred to in this Section 11.02 as a "Payment")premium, if any, or interest on Senior Indebtedness, then, unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full or provision therefor in cash, in cash equivalents, or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The Company may not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt shall have been cured or waived or shall have ceased to exist, such payment (other than a default or event of default relating subject to payment of principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A1206) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives any Payment at a time when, in case of payment to the Trustee, the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholderthe Holders of the Securities, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative representatives or the trustee under the indenture or other agreement (if any) pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its termsthe terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof, premium, if any, and interest thereon and any other amounts owing in respect thereof shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of principal, the principal of or premium, if any, or interest then due and payable in respect of on the Securities or to acquire any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal ofSecurities. (b) Upon the happening of a default or event of default in the payment of the principal, premium, if any, or interest on the SecuritiesSenior Indebtedness, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment")then, unless and until such default or event of default has been cured or waived or cured or all amounts then due and payable for principal ofshall have ceased to exist, no payment shall be made by the Company with respect to the principal, premium, if any, and or interest on all Senior Debt shall have been paid (or otherwise in full respect of) the Securities or provision therefor in cash, in cash equivalents, or in accordance with to acquire any of the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeSecurities. (bc) The Company may not make any Payment if: (1) Upon the happening of a default or event of default under any agreement governing in respect of the Senior Debt Indebtedness (other than a default or event of default relating to in payment of the principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwiseinterest on the Senior Indebtedness) occurs and is continuing that permits if the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) Trustee and the Company or the Trustee receives receive a notice of such default or event of default from the holders of the Senior Indebtedness or their Representative (a person who may give “Payment Blockage Notice”), then no payment shall be made by the Company with respect to the principal, premium, if any, or interest on (or otherwise in respect of) the Securities until the earlier of (i) the date on which such notice default or event of default shall have been cured or waived or shall have ceased to exist or (including, without limitation, a holder ii) the 119th day after the date of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders receipt of such Senior Debt)Payment Blockage Notice. If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter No more than one Payment Blockage Notice shall not be effective for purposes of this Sectionsection during any 365 consecutive day period. Notwithstanding the provisions For purposes of this Section 11.02(b)paragraph, the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to no such default or event of default so long as this Article (includingthat existed upon first delivery of any Payment Blockage Notice shall be, without limitationor be made, Section 11.02(a)) otherwise permits the basis for a subsequent Payment at that timeBlockage Notice unless such default or event of default shall have been cured or waived for a period of 180 consecutive days. (cd) In the event that any Securities are declared due and payable before their maturity, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders are entitled to receive any 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) 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. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or any Securityholder receives any Payment a Holder prohibited by the foregoing provisions of this Section 12.04 , and if such fact shall, at a time when, in case of payment or prior to the Trusteetime of such payment, has been made known to the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholder, as the case may be, such Holder, then and in trust for the benefit of, and such event such payment shall be paid forthwith over and delivered, upon written request, to, the holders and owners of Senior Debt as their interests may appear or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application delivered forthwith to the payment of all Senior Debt remaining unpaid to the extent necessary to pay such Senior Debt in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior DebtCompany. (d) The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Debt.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof, premium, if any, and interest thereon and any other amounts owing in respect thereof shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of principal, the principal of or premium, if any, or interest then due and payable in respect of on the Securities or to acquire any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal ofSecurities. (b) Upon the happening of a default or event of default in the payment of the principal, premium, if any, or interest on the SecuritiesSenior Indebtedness, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment")then, unless and until such default or event of default has been cured or waived or cured or all amounts then due and payable for principal ofshall have ceased to exist, no payment shall be made by the Company with respect to the principal, premium, if any, and or interest on all Senior Debt shall have been paid (or otherwise in full respect of) the Securities or provision therefor in cash, in cash equivalents, or in accordance with to acquire any of the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeSecurities. (bc) The Company may not make any Payment if: (1) Upon the happening of a default or event of default under any agreement governing in respect of the Senior Debt Indebtedness (other than a default or event of default relating to in payment of the principal, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwiseinterest on the Senior Indebtedness) occurs and is continuing that permits if the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) Trustee and the Company or the Trustee receives a notice of such default or event of default from the holders of the Senior Indebtedness or their Representative (a person who may give "Payment Blockage Notice"), then no payment shall be made by the Company with respect to the principal, premium, if any, or interest on (or otherwise in respect of) the Securities until the earlier of (i) the date on which such notice default or event of default shall have been cured or waived or shall have ceased to exist or (including, without limitation, a holder ii) the 179th day after the date of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders receipt of such Senior Debt)Payment Blockage Notice. If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter No more than one Payment Blockage Notice shall not be effective for purposes of this Sectionsection during any 365 consecutive day period. Notwithstanding the provisions For purposes of this Section 11.02(b)paragraph, the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to no such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives existed upon first delivery of any Payment at a time whenBlockage Notice shall be, in case of payment to the Trusteeor be made, the Trustee or, in case basis for a subsequent Payment Blockage Notice unless such default or event of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment default shall be held by the Trustee or such Securityholder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders and owners of Senior Debt as their interests may appear or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, cured or waived for application to the payment a period of all Senior Debt remaining unpaid to the extent necessary to pay such Senior Debt in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt180 consecutive days. (d) The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Debt.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon No payment may be made by the occurrence Company or on behalf of the Company on account of principal of or interest on the Securities or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all such Senior Indebtedness is first paid in full or (ii) upon the happening of any default in the payment of principal, premium, if any, any principal of or interest then on any Senior Indebtedness when the same becomes due and payable in respect of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "PaymentPayment Default"), unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt Payment Default shall have been paid in full cured or provision therefor in cash, in cash equivalents, waived or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeceased to exist. (b) The Company may not make any Payment if: (1) Upon the happening of a default or event of default under any agreement governing Senior Debt (other than a default or event of default relating Payment Default) with respect to payment of principalany Senior Indebtedness, premium, if any, or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its maturity (whether or not such acceleration has occurred); and (2) the Company or the Trustee receives a notice of as such default or event of default from a person who may give such is defined therein or in the instrument under which it is outstanding, and, upon written notice (including, without limitation, a holder of such Senior Debt, a representative of thereof given to the Company and the Trustee by any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, Indebtedness or their Representative (a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b"Payment Notice"), the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is giventhen, with respect to unless and until such default or event of default so long as this Article (includingshall have been cured or waived or shall have ceased to exist or the Representative gives its written approval, without limitationno payment shall be made by or on behalf of the Company on account of principal of or interest on the Securities or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities; provided, Section 11.02(a)) otherwise permits however, that these provisions will not prevent the making of any payment for more than 179 days after the due date of the first principal or interest payment on the Securities after a Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of 360 consecutive days and (ii) a Payment Notice may only be given (A) if more than $5 million of Senior Indebtedness is outstanding under the Bank Credit Agreement at that timethe time of such notice, by the Representative or (B) if $5 million or less of Senior Indebtedness is outstanding under the Bank Credit Agreement at the time of such notice, by a holder or holders (or the Representative of holders) of at least $5 million principal amount of Senior Indebtedness. (c) In the event that that, notwithstanding the provisions of this Section 10.02, the Company shall make any payment to the Trustee or the Holders on account of any Securityholder receives principal of or interest on the Securities, or to acquire or repurchase any of the Securities or on account of the redemption provisions of the Securities, after the happening of a Payment at Default or after receipt by the Company and the Trustee of a time whenPayment Notice as provided in this Section 10.02, in case then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such payment (subject to the Trustee, the Trustee or, in case provisions of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment Sections 10.06 and 10.07) shall be held by the Trustee or such SecurityholderHolders, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, Representative as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution or provision therefor to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on under any Senior DebtIndebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence happening of any default in the payment of principal, premium, if any, or interest then due and payable in respect of any Senior Debt (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, of or premium, if any, or interest on the Securitiesany Senior Debt, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities, and no holder of any Security shall be entitled to demand or receive any such payment (any of the foregoing payments or actions being referred to in this Section 11.02 as a "Payment")then, unless and until such default has been waived or cured or all amounts then due and payable for principal of, premium, if any, and interest on all Senior Debt shall have been paid in full cured or provision therefor in cash, in cash equivalents, waived or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been madeceased to exist, no payment shall be made by the Company with respect to the principal of or interest on the Securities or to acquire any of the Securities (including any repurchase pursuant to the exercise of the Repurchase Right). (b) The Company may not make During the continuance of any Payment if: (1) a default or event of default with respect to any Senior Debt, as such event of default is defined under any agreement governing such Senior Debt or in any agreement pursuant to which any Senior Debt has been issued (other than a default or an event of default relating to payment of principalthe type specified in Section 11.4(a) above), premium, if any, permitting the holder or interest, either at maturity, upon redemption, by declaration or otherwise) occurs and is continuing that permits the holders of such Senior Debt to accelerate its the maturity (whether or not such acceleration has occurred); and (2) thereof, no payment shall be made by the Company with respect to principal of or interest on the Trustee receives a Securities (including any repurchase pursuant to the exercise of the Repurchase Right) for 90 days following notice of such default in writing to the Company, from any holder or event of default from a person who may give such notice (including, without limitation, a holder of such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that time. (c) In the event that the Trustee or any Securityholder receives any Payment at a time when, in case of payment to the Trustee, the Trustee or, in case of payment to any Securityholder, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment shall be held by the Trustee or such Securityholder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders and owners of Senior Debt as their interests may appear or their agent Representative or representative Representatives or the trustee or trustees under the any indenture or other agreement (if any) pursuant to under which any instrument evidencing any such Senior Debt may have been issued, as their respective interests may appearthat such an event of default has occurred and is continuing. For purposes of this Section 11.4(b), for application such notice shall be deemed to the payment include notice of all Senior Debt remaining unpaid to other events of default under such indenture or instrument, which are continuing at the extent necessary to pay time of the event of default specified in such Senior Debt in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Debt.notice

Company Not to Make Payments with Respect to Securities in Certain Circumstances. (a) Upon the occurrence maturity of any default in the payment Senior Indebtedness by lapse of principaltime, accelerate or otherwise, all principal thereof, premium, if any, thereon, and interest thereon shall first be paid in full, or interest then due and payable such payment duly provided for in respect cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any Senior Debt payment is made (either at maturity, upon redemption, by declaration or otherwise), no direct or indirect payment (in cash, property, securities, by set-off or otherwisei) shall be made or agreed to be made on account of the principal of, premium, if any, or interest on the Securities, or in respect of any redemption, retirement, purchase or other acquisition of ; (ii) to acquire any of the Securities, and no holder ; (iii) in payment of any Security shall be entitled to demand Company Conversion Provisional Payment; or receive (iv) for liquidated damages, fees, expenses or any such payment (any other amounts in respect of each and all of the foregoing payments or actions being referred to Securities. (b) Upon the happening of any default in this Section 11.02 as a "Payment"), unless and until such default has been waived or cured or all amounts then due and payable for payment of the principal of, premium, if any, and or interest on all any Senior Debt Indebtedness, then, unless and until such default shall have been paid in full cured or provision therefor in cash, in cash equivalents, waived or in accordance with the terms of such Senior Debt and the agreements, if any, under which such Senior Debt was issued or created, shall have been made. (b) The ceased to exist, the Company may shall not make any Payment if: (1) a default or event of default under any agreement governing Senior Debt (other than a default or event of default relating payment with respect to payment of principalthe principal of, premium, if any, or interestinterest on the Securities nor shall the Company make any payment to acquire any of the Securities, either at maturityany Company Conversion Provisional Payment, upon redemptionor any liquidated damages, by declaration fees, expenses or otherwise) occurs any other amounts in respect of each and is continuing that permits all of the Securities. Nothing in this Article Eleven, however, shall relieve the holders of such Senior Debt to accelerate its maturity (whether Indebtedness or not such acceleration has occurred); and (2) their representative from any notice requirements set forth in the Company or the Trustee receives a notice of such default or event of default from a person who may give such notice (including, without limitation, a holder of instrument evidencing such Senior Debt, a representative of any such holder, or a trustee for the benefit of holders of such Senior Debt). If the Company receives any such notice, a similar notice received within 360 consecutive days thereafter shall not be effective for purposes of this Section. Notwithstanding the provisions of this Section 11.02(b), the Company may make Payments on the Securities when: (A) the default or event of default is cured or waived; or (B) 90 days pass after the earliest such notice is given, with respect to such default or event of default so long as this Article (including, without limitation, Section 11.02(a)) otherwise permits a Payment at that timeIndebtedness. (c) In the event that notwithstanding the Trustee or provisions of this Section 11.02 the Company shall make any Securityholder receives any Payment at a time when, in case of payment to the TrusteeTrustee on account of the principal of or interest on the Securities, after the Trustee orhappening of a default in payment of the principal of or interest on Senior Indebtedness, in case of payment then, unless and until such default shall have been cured or waived or shall have ceased to any Securityholderexist, such Securityholder has actual knowledge such Payment is prohibited by this Section 11.02, such Payment payment (subject to the provisions of Sections 11.06 and 11.07) shall be held by the Trustee or such Securityholder, as the case may beTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders and owners of Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests interest may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such all Senior Debt Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders and owners of Senior Debt. (d) Indebtedness. The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior DebtIndebtedness.