Common use of Company Not to Make Clause in Contracts

Company Not to Make. Payments with Respect to Junior Securities in ----------------------------------------------------------------- Certain Circumstances. --------------------- No Payment or Distribution shall be made by the Company, the Trustee or the Paying Agent on account of principal of (or premium, if any) or interest on the Junior Securities of any series, whether upon stated maturity, upon redemption or acceleration, or otherwise, or on account of the purchase or other acquisition of Junior Securities of such series, whether upon stated maturity, upon redemption or acceleration, or otherwise, if there shall have occurred and be continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or with respect to the payment of any Senior Indebtedness and (a) such default is the subject of a judicial proceeding or (b) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Indebtedness, unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been cured or waived or shall have ceased to exist. Upon any acceleration of the principal of the Junior Securities of any series or any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or payment thereof provided for to the satisfaction of the holders thereof, before any Payment or Distribution is made on account of the redemption price or principal of (and premium, if any) or interest on the Junior Securities of such series; and (subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Securities of any series or the Trustee would be entitled except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, whether such payment shall be in cash, property or securities, prohibited by the foregoing, and the Company shall have made payment to the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid over by the Trustee (if the Notice required by Section 11.05 has been received by the Trustee) or such Holder or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent Payment or Distribution to or for the holders of such Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property of the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Junior Securities of any series, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Company Not to Make. Payments with Respect to Junior Securities in ----------------------------------------------------------------- ---------------------------------------------------------- Certain Circumstances. --------------------- ---------------------- No Payment or Distribution shall be made by the Company, the Trustee or the Paying Agent Company on account of principal of (or premium, if any) or interest on the Junior Securities of any seriesSecurities, whether upon stated maturity, upon redemption or acceleration, or otherwise, or on account of the purchase or other acquisition of Junior Securities of such seriesSecurities, whether upon stated maturity, upon redemption or acceleration, or otherwise, if there shall have occurred and be continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or with respect to the payment of any Senior Indebtedness and (a) such default is the subject of a judicial proceeding or (b) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Indebtedness, unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been cured or waived or shall have ceased to exist. Upon any acceleration of the principal of the Junior Securities of any series or any payment by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or payment thereof provided for to the satisfaction of the holders thereof, before any Payment or Distribution is made on account of the redemption price or principal of (and premium, if any) or interest on the Junior Securities of such seriesSecurities; and (subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Securities of any series or the Trustee would be entitled except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, whether such payment shall be in cash, property or securities, prohibited by the foregoing, and the Company shall have made payment to be received by the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid over by the Trustee (if the Notice required by Section 11.05 has been received by the Trustee) or such Holder or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent Payment or Distribution to or for the holders of such Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property of the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Junior Securities of any seriesSecurities, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Company Not to Make. Payments with Respect to Junior Securities in ----------------------------------------------------------------- Certain Circumstances. --------------------- No Payment (a) Upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or Distribution otherwise, all principal thereof and interest thereon shall first be made by paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness of the Company, the Trustee or the Paying Agent before any payment is made on account of the principal of (or premium, if any) or interest on the Junior Securities or to acquire any of the Securities. (b) In the event that notwithstanding the provisions of this Section 6.02 the Company shall make any series, whether upon stated maturity, upon redemption or acceleration, or otherwise, or payment to the Trustee on account of the purchase principal of or other acquisition interest on the Securities after the happening of Junior Securities of such series, whether upon stated maturity, upon redemption or acceleration, or otherwise, if there shall have occurred and be continuing a default with respect to any in payment of the principal of or interest on Senior Indebtedness permitting of the acceleration thereof or with respect to the payment of any Senior Indebtedness and (a) such default is the subject of a judicial proceeding or (b) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior IndebtednessCompany, then, unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been cured or waived or shall have ceased to exist. Upon any acceleration of the principal of the Junior Securities of any series or any , such payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or payment thereof provided for to the satisfaction of the holders thereof, before any Payment or Distribution is made on account of the redemption price or principal of (and premium, if any) or interest on the Junior Securities of such series; and (subject to the power provisions of a court of competent jurisdiction to make other equitable provision, which Sections 6.06 and 6.07) shall have been determined be held by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Securities of any series or the Trustee would be entitled except trust for the provisions of this Articlebenefit of, and shall be paid by the Company or by any receiverforthwith over and delivered to, trustee in bankruptcy, liquidating trustee, agent or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness of the Company (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by them) or their representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, whether such payment shall be in cash, property or securities, prohibited by the foregoing, and the Company shall have made payment to the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid over by the Trustee (if the Notice required by Section 11.05 has been received by the Trustee) or such Holder or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in cashaccordance with its terms, after giving effect to any concurrent Payment payment or Distribution distribution to or for the holders of such the Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property Indebtedness of the holders of Senior IndebtednessCompany. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or give prompt written notice to the Holders Trustee of any default in the payment of principal of or interest on any Senior Indebtedness of the Junior Securities of any series, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company and any other PersonCompany.

Company Not to Make. Payments with Respect to Junior Securities in ----------------------------------------------------------------- Certain Circumstances. --------------------- No Payment or Distribution payment shall be made by the CompanyCompany of any subordinated amounts: (a) in the event and during the continuation of any default in the payment (a "Payment Default") of principal, the Trustee or the Paying Agent on account of principal of (or premium, if any, interest or any other payment due on any Senior Indebtedness under or in connection with the instrument, agreement or lease evidencing such Senior Indebtedness and the holders of the requisite principal amounts of such Senior Indebtedness or their agents shall not have delivered to the Holders a notice of waiver of the benefits of this clause (a) or interest and a consent to the making of scheduled payments on the Junior Securities of any series, whether upon stated maturity, upon redemption or acceleration, or otherwise, or on account of the purchase Securities or taking any other acquisition prohibited action until further notice from such holders or such agents; or (b) in the event of Junior Securities receipt of written notice by the Holders from the holders of any Senior Institutional Indebtedness or their representatives of a default (other than a Payment Default) permitting acceleration of any Senior Institutional Indebtedness for a period (the "Blockage Period") terminating on the earlier to occur of (i) the cure, waiver or cessation of such seriesdefault or (ii) 180 days from the date of receipt of written notice thereof by the Holders. At the expiration of such Blockage Period, whether upon stated maturityand so long as there does not exist a Payment Default, upon redemption the Company shall promptly pay to the Holders all sums not paid during such Blockage Period as a result of this paragraph. For all purposes of this paragraph, no event of default which existed or acceleration, or otherwise, if there shall have occurred and be was continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or with respect to the payment Senior Institutional Indebtedness to which the Blockage Period relates on the date such Blockage Period commenced shall be or be made the basis for the commencement of any Senior Indebtedness and (a) such default is subsequent Blockage Period by the subject of a judicial proceeding or (b) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any such Senior Indebtedness, Institutional Indebtedness (or their respective agents) unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been is cured or waived or for a period of not less than 90 consecutive days. There shall have ceased to existbe no more than one Blockage Period initiated in any 360 day period. Upon any acceleration of the principal of the Junior Securities of any series or any payment by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cashfull, or payment thereof provided for to the satisfaction of the holders thereofin money in accordance with its terms, before any Payment or Distribution is made on account of the redemption price or principal of payment (and premium, if any) or interest on the Junior Securities of such series; and (subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Securities of any series or the Trustee would be entitled except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent than equity securities or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness securities of the Company or their representative or representativesany other entity, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, whether such payment shall be in cash, property or securities, prohibited by the foregoing, and the Company shall have made payment which is subordinated at least to the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid over by the Trustee (if the Notice required by Section 11.05 has been received by the Trustee) or such Holder or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent Payment or Distribution to or for the holders of such Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property of the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Junior Securities of any series, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company and any other Person.the

Company Not to Make. Payments with Respect to Junior Securities Notes in ----------------------------------------------------------------- Certain Circumstances. --------------------- No Payment (a) Upon the maturity of any Senior Indebtedness (including interest thereon or Distribution shall be made fees or any other amounts owing in respect thereof), whether at stated maturity, by the Companyacceleration or otherwise, the Trustee or the Paying Agent on account of all principal of (or thereof and premium, if any) , and interest thereon or interest on the Junior Securities of fees or any seriesother amounts owing in respect thereof, whether upon stated maturity, upon redemption or acceleration, or otherwise, or on account of the purchase or other acquisition of Junior Securities of such series, whether upon stated maturity, upon redemption or acceleration, or otherwise, if there shall have occurred and be continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or with respect in each case to the payment of any Senior Indebtedness extent due and (a) owing at such default is the subject of a judicial proceeding or (b) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Indebtednesstime, unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been cured or waived or shall have ceased to exist. Upon any acceleration of the principal of the Junior Securities of any series or any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cashcash or discharged in full, or such payment thereof duly provided for in cash or in a manner satisfactory to the satisfaction holder or holders of the holders thereofsuch Senior Indebtedness, including cash collateralization of any outstanding letters of credit thereunder, before any Payment or Distribution payment is made on account of the redemption price or principal of (and premiumincluding installments thereof), if any) or interest on on, or any amount otherwise owing in respect of, the Junior Securities of such series; and (subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company or distribution of assets Note. Each holder of the Company Note hereby agrees that, so long as an Event of any kind or characterDefault (as defined in the Credit Agreement) has occurred and is continuing, whether no amounts owing in cash, property or securities, to which the Holders respect of the Junior Securities of any series Note shall be made, asked, demanded, sued for, or otherwise taken, accepted or received. (b) In the Trustee would be entitled except for event that notwithstanding the provisions of the preceding subsection (a) of this ArticleSection 1.02, shall be paid by the Company or by shall make any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness payment on account of the Company or their representative or representativesprincipal of, or to interest on, or amounts otherwise owing in respect of, the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedNote at a time when payment is not permitted by said subsection (a), as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, whether such payment shall be in cash, property or securities, prohibited held by the foregoingholder of the Note, in trust for the benefit of, and the Company shall have made payment to the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid forthwith over by the Trustee (if the Notice required by Section 11.05 has been received by the Trustee) or such Holder or and delivered to to, the holders of Senior Indebtedness or their representative or representatives, or to representatives under the trustee or trustees under any indenture agreements pursuant to which any instruments evidencing any the Senior Indebtedness may have been issued, as their respective interests may appear, for application pro rata, to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cashcash and cash collateralize any outstanding letters of credit thereunder in accordance with the term of such Senior Indebtedness, after giving effect to any concurrent Payment payment or Distribution distribution to or for the holders of such Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property of the holders of Senior Indebtedness. The consolidation Without in any way modifying the provisions of this Annex A or affecting the subordination effected hereby, the Company SCHEDULE 6.1(w)(2) - 4 shall give the holder of the Note prompt written notice of any maturity of Senior Indebtedness after which such Senior Indebtedness remains unsatisfied. Section 1.03. Note Subordinated to Prior Payment of all Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation that constitute Collateral upon the terms and conditions provided in Article Five shall not be deemed a any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the purposes benefit of creditors or otherwise): (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness of the principal thereof, premium, if any, and interest (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided in the governing documentation whether or not such interest is an allowed claim in such proceeding) and all other amounts due thereon before the holder of the Note is entitled to receive any payment on account of the principal of or interest on or any other amount owing in respect of the Note; (b) any payment or distribution of assets of the Company of any kind or character that constitute Collateral, whether in cash, property or securities to which the holder of the Note would be entitled except for the provisions of this Section if Annex A shall be paid by the liquidating trustee or agent or other person making such other Person shallpayment or distribution, as whether a part of such consolidation, merger, conveyance trustee or transfer, comply with the conditions stated in Article Five. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Junior Securities of any series, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder agent; directly to the holders of Senior Indebtedness: (i) change Indebtedness or their representative or representatives under the manneragreements pursuant to which the Senior Indebtedness may have been issued, place or terms to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or change distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section 1.03, any payment or extend distribution of assets of the time Company of payment any kind or character that constitute Collateral, whether in cash, property or securities, shall be received by the holder of the Note on account of principal of, or renew interest or alterother amounts due on, the Note before all Senior Indebtedness, Indebtedness is paid in full in cash or otherwise amend in any a manner satisfactory to the holder or holders of such Senior Indebtedness or any instrument evidencing otherwise discharged in full, or effective provisions made for its payment, such payment or distribution shall be received and held in trust for and shall be paid over to the same or any agreement under which holders of the Senior Indebtedness is outstanding; (ii) sellremaining unpaid or unprovided for or their representative or representatives under the agreements pursuant to which the Senior Indebtedness may have been issued, exchange, release for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness or otherwise deal with discharged in full, after giving effect to any property pledged, mortgaged concurrent payment or otherwise securing distribution to the holders of such Senior Indebtedness; (iii) release any Person liable . Without in any manner way modifying the provisions of this Annex A or affecting the subordination effected hereby, the Company shall give prompt written notice to the holder of the Note of any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the collection benefit of Senior Indebtedness; and/or (ivcreditors or otherwise). SCHEDULE 6.1(w)(2) exercise or refrain from exercising any rights against the Company and any other Person.- 5

Company Not to Make. Payments with Respect to Junior Securities ------------------------------------------------------- in ----------------------------------------------------------------- Certain Circumstances. --------------------- ------------------------ No Payment or Distribution shall be made by the Company, the Trustee or the any Paying Agent on account of principal of (or of, premium, if any) , or interest on the Junior Securities of any seriesSecurities, whether upon stated maturity, upon redemption or acceleration, or otherwise, or on account of the purchase or other acquisition of Junior Securities of such seriesSecurities, whether upon stated maturity, upon redemption or acceleration, or otherwise, if there shall have occurred and be continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or with respect to the payment of any Senior Indebtedness and (a) such default is the subject of a judicial proceeding or (b) written notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Indebtedness, unless and until the Company shall have received written notice from such holder or holders that such default or event of default shall have been cured or waived or shall have ceased to exist. Upon any acceleration of the principal of the Junior Securities of any series or any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or payment thereof provided for to the satisfaction of the holders thereof, before any Payment or Distribution is made on account of the redemption price or principal of (and premium, if any) or interest on the Junior Securities of such seriesSecurities; and (subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article upon the Senior Indebtedness and the holders thereof with respect to the Junior Securities of such series or the Holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable law) upon any such dissolution or winding up or liquidation or reorganization, any Payment or Distribution by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other company, trust or corporation provided for by a plan of reorganization or readjustment, the payment of which is junior or otherwise subordinate, at least to the extent provided in this Article 11 with respect to the Securities to the payment of all Senior Indebtedness at the time outstanding and to the payment of all securities issued in exchange therefor to the holders of the Senior Indebtedness at the time outstanding, and the rights of the holders of Senior Indebtedness of the Company are not altered by such plan of reorganization or readjustment), to which the Holders of the Junior Securities of any series or the Trustee would be entitled except for the provisions of this ArticleArticle 11, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such Payment or Distribution directly to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any Payment or Distribution is made to the Holders of the Securities of such series or to the Trustee, except that the Trustee will have a lien for the payment of its fees and expenses. In the event that, notwithstanding the foregoing, any Payment or Distribution by the Company of any kind or character, (whether such payment shall be in cash, property or securities, ) which is prohibited by the foregoing, and the Company shall have been made payment to the Trustee or the Holders of the Junior Securities of any series before all Senior Indebtedness is paid in full in cash, or provision is made for such payment to the satisfaction of the holders thereof, and if such fact shall then have been or thereafter be made known to a Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such Payment or Distribution shall be paid over by the Trustee (if the Notice required by Section 11.05 11.5 has been timely received by the Trustee) or such Holder or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent Payment or Distribution to or for the holders of such Senior Indebtedness, and, until so delivered, the same shall be held in trust by any Holder of a Junior Security as the property of the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five 5 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five5. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.077.7. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holders of the Junior Securities of any seriesSecurities, without incurring responsibility to the Holders of the Junior Securities of such series and without impairing or releasing the obligations of the Holders of the Junior Securities of such series hereunder to the holders of Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; (iv) apply any amounts received to any liability of the Company owing to holders of Senior Indebtedness; and/or (ivv) exercise or refrain from exercising any rights against the Company and any other Person.