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

No Payment on Securities in Certain Circumstances. (a) No payment may be made by the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] in respect thereof are first paid in full (or such payment is duly provided for), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, or any other Obligation in respect of, any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of any obligation or, to the principal ofextent the subordination thereof is permitted by applicable law, premiumclaim in respect of the Securities, if any, including the Principal of or interest on the Securities, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article 8 with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire or repurchase any of the Securities for cash cash, property or property, or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Companysecurities, (i) upon the maturity of any the Senior Indebtedness with an aggregate principal amount in excess of the Company $100 million by lapse of time, acceleration (unless waived) or otherwiseacceleration, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] obligations in respect thereof are shall first be paid in full (in cash or cash equivalents or such payment is duly provided for), or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, on or any other Obligation amount payable in respect of, any of the Senior Indebtedness with an aggregate principal amount in excess of the Company $100 million when it becomes due and payable, whether payable at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default")redemption, unless and until such Payment Default payment default has been cured or waived by the holders of such Senior Indebtedness or has otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions provision of this Section 11.210.02, any payment or distribution of assets of the Company (other than Junior Securities) from any source, whether in cash, property or securities, shall be received by the Trustee or the Holders on account of any obligation or any Paying Agent claim in respect of the Securities at a time when such payment or distribution is prohibited by the provisions of this Section 11.2foregoing provision, then such payment or distribution (subject to the provisions of Sections 10.06 and 10.07) shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the CompanyIndebtedness, and shall be paid or delivered by the Trustee or such Holders or such Paying AgentHolders, as the case may be, to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of remaining unpaid, to the Company extent necessary to pay or to provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, after giving effect to any concurrent payment or distribution and distribution all provisions therefor to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical practicable following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Trustee or Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative or trustee therefor) notifies the Trustee in writing of the amounts then due and owing on such the Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any default or event of default, and any cure or waiver thereof, or any acceleration under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued and any rescission thereof covered by Section 10.02(a).

No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of the principal of, premium, premium (if any, ) or interest on or any Additional Amounts with respect to the Securities, Securities of any series or to acquire or repurchase any of such Securities (including any repurchases of such Securities pursuant to the Securities provisions hereof or thereof at the option of the Holder of such Securities) for cash or propertyproperty (other than Junior securities of the Company), or on account of the any redemption provisions of the such Securities, in each case other than payments made with Junior Securities of the Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] in respect thereof are first paid in full (or such payment is duly provided for), or (ii) in the event of default in the payment of any principal of, premium, premium (if any, ) or interest on, or any other Obligation in respect of, on any Senior Indebtedness of the Company when it the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default No payment shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, premium (if any, ) or interest on or any Additional Amounts with respect to the Securities, Securities of any series or to acquire or repurchase any of such Securities (including any repurchases of such Securities pursuant to the Securities provisions hereof or thereof at the option of the Holder of such Securities) for cash or propertyproperty (other than Junior securities of the Company), or on account of the any redemption provisions of the such Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution event of assets of the Company default (other than Junior Securitiesa Payment Default) shall be received by the Trustee or the Holders or with respect to any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Designated Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to permitting the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Designated Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a trustee or other representative therefor) notifies the Trustee in writing on behalf of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices holders thereof) to the Trustee shall be paid to the holders of such Senior Indebtedness.declare such

No Payment on Securities in Certain Circumstances. (a) No payment may (by set-off or otherwise) shall be made by or on behalf of the Company Company, the Parent or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages on the Securities (including any repurchases of Securities), or to acquire or repurchase on account of any other obligation for the payment of money due in respect of the Securities for cash or propertySecurities, or on account of the redemption provisions of the Securities, in each case for cash or property (other than payments made with Junior Securities of the CompanySecurities), (i) upon the maturity of any Senior Indebtedness Debt of the Company Company, the Parent or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on or other amounts owing in respect of such Senior Indebtedness and all other [Obligations] in respect thereof Debt are first paid in full in cash or Cash Equivalents (or or, such payment is duly provided for)for in accordance with the terms thereof) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, or any other Obligation in respect of, any on Senior Indebtedness Debt of the Company Company, the Parent or such Guarantor when it becomes due and payable, whether at maturity maturity, a scheduled payment date, or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) Default that permits the holders of Senior Debt or any representative thereof to declare such Senior Indebtedness or their representative immediately Debt to accelerate its maturity be due and payable and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company and the Trustee by the requisite Representative under the Credit Agreement or the holders of such any other Designated Senior Indebtedness Debt or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Company, the Parent or any Guarantor, as applicable, which is an obligor under such Senior Debt on account of any Obligation in respect of the Securities, including the principal of, premium, if any, or interest on the Securities, or to acquire or repurchase Securities (including any repurchases of any of the Securities for cash or propertySecurities), or on account of the redemption provisions of the SecuritiesSecurities (or liquidated damages pursuant to the Registration Rights Agreement), in any such case case, other than payments made with Junior Securities Securities. Notwithstanding the foregoing, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company, the Parent and the Guarantors shall be required 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, subject to the provisions of Section 12.2(a) above. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have constituted a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose). (c) In furtherance of the provisions of Section 11.112.1, in the event that, notwithstanding the foregoing provisions of this Section 11.212.2, any payment or distribution of assets of the Company Company, the Parent or any Guarantor, whether in cash, property or securities (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the foregoing provisions of this Section 11.212.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of such Senior Indebtedness of the CompanyDebt, and shall be paid or delivered by the Trustee or such Holders or such Paying AgentHolders, as the case may be, to the holders of such Senior Indebtedness of the Company Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of the such Senior Indebtedness of the Company Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of the Company all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment and or distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior IndebtednessDebt.

No Payment on Securities in Certain Circumstances. (a) No Except as otherwise specified pursuant to Section 301, (1) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or annulled) or otherwise, or upon any payment may default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be made paid in full before any payment is made, directly or indirectly by the Company set off or otherwise, on account of the principal of, premiumor any premium or interest on, if any, interest on the Securities, Securities of such series or to acquire or repurchase any of the Securities for cash or property, of such series or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Company, such series. (i2) upon the maturity of Upon a default with respect to any Senior Indebtedness (other than under circumstances when the terms of clause (1) of this Section are applicable), as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by lapse or on behalf of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on holders of such Senior Indebtedness and all other [Obligations] in respect thereof are first paid in full (or such payment is duly provided for"Default Notice"), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, or any other Obligation in respect of, any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default")then, unless and until such Payment Default has default shall have been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has have ceased to exist, no direct or indirect payment (by set-off or otherwise) may shall be made by or on behalf of the Company on account of with respect to the principal of, premiumor any premium or interest on, the Securities of such series and the coupons, if any, interest on the Securities, appertaining thereto or to acquire or repurchase any of the such Securities for cash or property, or on account of the redemption provisions of the SecuritiesSecurities of such series and the coupons, if any, appertaining thereto; provided, that this clause (2) shall not prevent the making of any payment (which is not otherwise -------- prohibited by clause (1) of this Section) for more than 179 days after the Default Notice shall have been given unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in any which case no such case other than payments payment may be made with Junior Securities until such acceleration has 91 been rescinded or annulled or such Senior Indebtedness has been paid in full. No new Default Notice may be delivered unless and until: (A) 360 days have elapsed since the delivery of the Companyimmediately prior Default Notice; and (B) all scheduled payments of principal, interest and premium on the Securities that have come due have been paid in full in cash. No nonpayment default with respect to Senior Indebtedness that existed or was continuing on the date of delivery of any Default Notice to the Trustee shall be, or be made, the basis for a subsequent Default Notice unless such default has been cured or waived for a period of not less than 90 days. (c3) In furtherance of the provisions of Section 11.1, in the event thatIf, notwithstanding the foregoing provisions of this Section 11.2Section, any payment on account of principal of, or distribution any premium or interest on, the Securities of assets such series or of the Company (other than Junior Securities) any coupon appertaining thereto shall be received by the Trustee Trustee, by any Holder or the Holders or by any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be is segregated or and held in trust), then, unless and until such payment is no longer prohibited by this Section, such payment (subject to the provisions of this Section 1603) shall be held in trust for the benefit of the holders of Senior Indebtedness of the Companyand, and shall be paid or delivered by upon notice to the Trustee or such Holders Paying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or such Paying Agent, as the case may be, delivered to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issuedrepresentative(s), ratably according to the aggregate amounts amount remaining unpaid on account of the principal of and any premium or interest on the Senior Indebtedness of the Company held or represented by each, for application to the payment or prepayment of all Senior Indebtedness of remaining unpaid to the Company extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment and or distribution or provision therefor to or for the holders of such Senior Indebtedness. Promptly after becoming aware thereof, but only the Company shall give written notice to the extent that as Trustee of any event prohibiting payments on account of principal of, or any premium or interest on, the Securities of any series and any coupons appertaining thereto and, in such event, shall provide to any holder the Trustee, in the form of such Senior Indebtednessan Officers' Certificate, as promptly as practical following receipt by such holder the names and addresses of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided aboveand their representative(s), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and any other information which the Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1602 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder and only of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the amounts specified Trustee or the Paying Agent, as the case may be, may request that such Person furnish evidence to its reasonable satisfaction as to the extent such Person is entitled to participate in such notices payment or distribution and as to other facts pertinent to the rights of such Persons under this Article and if such evidence is not furnished, the Trustee shall be paid or the Paying Agent, as the case may be, may defer any payment to such Person pending judicial determination as to the holders right of such Senior IndebtednessPerson to receive such payment.

No Payment on Securities in Certain Circumstances. (a) No payment may be made by the Company on account of the principal of, premium, if any, interest on on, or Additional Amounts with respect to, the Securities, or to acquire or repurchase any of the Securities (including redemptions of Securities at the option of the Holder) for cash or propertyproperty (other than Junior Securities), or on account of the redemption redemp- tion provisions of the Securities, in each case other than payments made with Junior Securities of the Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] Obligations in respect thereof are first paid in full (or such payment is duly provided pro- vided for), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, or any other Obligation in respect of, any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Designated Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company and the Trustee by the requisite holders of such Designated Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premiumpremi- um, if any, interest on on, or Additional Amounts with respect to, the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption re- demption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. Notwithstanding the foregoing, unless (I) the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Peri- od"), and (II) such declaration has not been rescinded or waived by the requisite holders of such Senior Indebtedness, at the end of the Payment Blockage Period, the Company shall be required 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, subject to this Arti- cle XII, all other payments as and when due on the Securi- ties. Any number of Payment Notices may be given; provided, however, that (A) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (B) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Designated Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period. (c) In furtherance of the provisions of Section 11.1Sec- tion 12.1, in the event that, notwithstanding the foregoing provisions of this Section 11.212.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.212.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders Holder or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.Senior

No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may or distribution shall be made by or on behalf of the Company Borrower on account of the principal of, premium, if any, of or interest on or Other Obligations with respect to the Securities, Securities or to acquire acquire, repurchase, redeem, retire or repurchase defease any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, thereof and interest on such Senior Indebtedness (including Accrued Bankruptcy Interest) thereon (and, in the case of the Loan Documents and Supplementary Documents, all obligations for payments for early termination, fees, expenses, indemnities and other [Obligations] amounts payable thereunder or in respect thereof are connection therewith) shall first be paid in full (in cash, and all Letter of Credit Obligations, to the extent that the related letters of credit have not been drawn upon, shall have been fully secured by collateral in the form of cash or such payment is duly provided for), Cash Equivalents or shall have been returned undrawn or (ii) in upon the event happening of any default in the payment of any principal of, premium, if any, of or interest on, or any other Obligation in respect of, on any Senior Indebtedness (or, in the case of the Company Loan Documents and Supplementary Documents, any payment for early termination, fees, expenses, indemnities and other amounts payable thereunder or in connection therewith when it the same becomes due and payablepayable (any event described in clause (i) or (ii), whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has default shall have been cured or waived by the holders of such Senior Indebtedness or otherwise has shall have ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) No payment (including any payment which may be payable to any Holder by reason of the subordination of any other indebtedness or other obligations to, or guarantee of, the Securities) or distribution (by set-off or otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of the Securities, including the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities, ) or to acquire or repurchase any of the Securities for cash or property, other amounts with respect thereto or on account of the redemption provisions of the Securities, in each case Securities for cash or property (other than payments made with Junior Securities of the CompanySecurities), (i) upon the maturity of any Senior Indebtedness Debt of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Senior Indebtedness on, and all other [Obligations] in amounts with respect thereof are to, such Senior Debt shall first be paid in full (in Cash or otherwise to the extent each of the holders of Senior Debt accept satisfaction of amounts due to such payment is duly provided for)holder by settlement in other than Cash, or (ii) in the event of default in the payment of any principal of, or premium, if any, or interest on, or any other Obligation in amounts with respect ofto, any Senior Indebtedness Debt of the Company or such Guarantor when it the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (each of the foregoing, a "Payment Default"), ) unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of a default (other than a Payment Default) that permits the holders of any Senior Indebtedness Debt (or their representative immediately a percentage thereof) to accelerate its maturity declare such Senior Debt to be due and payable and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company and the Trustee by the requisite holders of such Senior Indebtedness Representative under the Credit Facility or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness an aggregate of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.at least $25.0 million principal amount out-

No Payment on Securities in Certain Circumstances. (a) No payment may be made by the Company on account of the principal of, premium, if any, or interest on (including any Additional Amounts or Additional Interest) on, the Securities, or to acquire or repurchase any of the Securities (including repurchases of Securities at the option of the Holder) for cash or propertyproperty (other than Junior Securities), or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] in respect thereof are first paid in full (or such payment is duly provided for), or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on, or any other Obligation in respect of, on any Senior Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration acceleration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Designated Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company and the Trustee by the requisite holders of an aggregate of at least $5,000,000 principal amount outstanding of such Designated Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on (including any Additional Amounts or Additional Interest) on, the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the 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. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution (subject to the provisions of Section 11.7) shall be received and held in trust by the Trustee or such Holders Holder or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for for, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of any obligation or, to the principal extent the subordination thereof is permitted by applicable law, claim in respect of the Securities, including the Principal of, premium, if any, or interest on the Securities, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article 8 with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire or repurchase any of the Securities for cash cash, property or property, or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Companysecurities, (i) upon the maturity of any the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of the Company $1 million by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal Principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] obligations in respect thereof are shall first be paid in full (in cash or cash equivalents or such payment is duly provided for), or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the event of default in the payment of any principal Principal of, premium, if any, or interest on, on or any other Obligation amount payable in respect of, any of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of the Company $1 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default")otherwise, unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of payment default has been cured or waived by the requisite holders of such Senior Indebtedness or has otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.

No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of any obligation or, to the principal extent the subordination thereof is permitted by applicable law, claim in respect of the Securities, including the Principal of, premium, if any, or interest on the Securities, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article 8 with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire or repurchase any of the Securities for cash cash, property or property, or on account of the redemption provisions of the Securities, in each case other than payments made with Junior Securities of the Companysecurities, (i) upon the maturity of any the Senior Indebtedness with an aggregate principal amount in excess of the Company $50 million by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal Principal of, premium, if any, and interest on such Senior Indebtedness and all other [Obligations] obligations in respect thereof are shall first be paid in full (in cash or cash equivalents or such payment is duly provided for), or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the event of default in the payment of any principal Principal of, premium, if any, or interest on, on or any other Obligation amount payable in respect of, any of the Senior Indebtedness with an aggregate principal amount in excess of the Company $50 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by 44 declaration or otherwise (a "Payment Default")otherwise, unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Company by the requisite holders of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of payment default has been cured or waived by the requisite holders of such Senior Indebtedness or has otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of the redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. (c) In furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the provisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Company in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.