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

No Payment on Notes in Certain Circumstances. (a) No payment (by conversion, exchange, set-off or otherwise) shall be made by or on behalf of the Company on account of any Obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the Notes, including the Principal of, premium, if any, or interest on the Notes, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article Eight with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any of the Notes for cash, property or securities (other than Junior Securities of the Company), (i) upon the maturity of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million by lapse of time, acceleration or otherwise, unless and until all Principal of, premium, if any, and interest on such Senior Indebtedness and all other obligations in respect thereof 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cash equivalents or such payment is duly provided for, or unless and until any such maturity by acceleration has been rescinded or waived or (ii) in the event of default in payment of any Principal of, premium, if any, or interest on or any other amount payable in respect of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless and until such payment default has been cured or waived or has otherwise ceased to exist.

No Payment on Notes in Certain Circumstances. (a) No payment (by conversion, exchange, set-off or otherwise) shall be made by or on behalf of the Company or the Guarantors, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages, if any, on the Notes (including any repurchases of Notes), or on account of any other obligation for the payment of money due in respect of the Notes, or on account of the redemption provisions of the Notes, for cash or property (other than Junior Securities), (i) upon the maturity of any Senior 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 or other amounts owing in respect of such Senior Debt are first paid in full in cash or Cash Equivalents (or, such payment is duly provided 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 amount owing in respect of, Senior Debt of the Company or such Guarantor when it becomes due and payable, whether at 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 or otherwise has ceased to exist. Upon (i) the happening of an event of default other than a Payment Default that permits the holders of Senior Debt or any representative thereof to declare such Senior Debt to be due and payable and (ii) written notice of such event of default specifically referring to this Section 11.2 given to the Company and the Trustee by the Representative under the Credit Agreement or the Canadian Credit Agreement or the holders of an aggregate of at least $5,000,000 principal amount outstanding of any other Senior Debt or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor, as applicable, which is an obligor under such Senior Debt on account of any Obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the Notes, including the Principal principal of, premium, if any, or interest on the Notes (including any repurchases of any of the Notes), or to redeem on account of the redemption provisions of the Notes (or make a deposit in redemption ofLiquidated Damages, if any pursuant to the Registration Rights Agreement), defease (in any such case, other than payments made by with Junior Securities. Notwithstanding the Trustee pursuant 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 and the Guarantors shall be required to Article Eight with respect pay all sums not paid to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes, subject to the provisions of the preceding paragraph. Any number of Payment Notices may be given; provided, 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 cashthe 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, property or securities any subsequent breach of any financial covenant for a period commencing 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 been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose). 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 or any Guarantor (other than Junior Securities Notes) shall 107 be received by the Trustee or the Holders at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by the foregoing provisions of this Section 11.2, such payment or distribution shall be held in trust for the benefit of the Company)holders of such Senior Debt, (i) upon and shall be paid or delivered by the maturity Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the Designated trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness or any other Senior Indebtedness with an Debt may have been issued, ratably according to the aggregate principal amount in excess amounts remaining unpaid on account of $1 million by lapse of time, acceleration or otherwise, unless and until all Principal of, premium, if any, and interest on such Senior Indebtedness and Debt held or represented by each, for application to the payment of all other obligations in respect thereof shall first be paid such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of 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 equivalents or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of 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 payment of any Principal of, premium, if any, or interest on or any other amount payable in respect of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless and until such payment default has been cured or waived or has otherwise ceased to existDebt.

No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment (by conversion, exchange, set-off or otherwise) shall be made by or on behalf of the Company on account of any Obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the Notes, including the Principal of, premium, if any, or interest on the Notes, or to redeem (or make a deposit in redemption of), defease (other than payments made by the Trustee pursuant to Article Eight with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any of the Notes for cash, property or securities (other than Junior Securities of the Company), (i) upon the maturity of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million by lapse of time, acceleration or otherwise, unless and until all Principal of, premium, if any, and interest on such Senior Indebtedness and all other obligations the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in respect thereof 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 Junior Securities) if (iii) a default in the event of default in payment of any Principal of, the principal of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other amount payable in default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Holders receive a written notice (with a copy to the Company) of such other default (a "Payment Blockage Notice") from the Company or the holders of any other Designated Senior Indebtedness with an aggregate principal amount Indebtedness. Payments on the Notes may and shall be resumed (A) in excess the case of $1 million when it becomes due a payment default, upon the date on which such default is cured or waived and payable(B) in case of a nonpayment default, whether at maturity or at a on the earlier of the date fixed for prepayment or by declaration or otherwise, unless and until on which such payment nonpayment default has been is cured or waived or has otherwise ceased 179 days after the date on which the applicable Payment Blockage Notice is received by the Holders (such period being referred to exist.herein as the "Payment Blockage Period"), unless

No Payment on Notes in Certain Circumstances. (a1) No The Company may not, and each Guarantor may not, make payment (by conversion, exchange, set-off or otherwise) shall be made by or on behalf of the Company ), as applicable, on account of any Obligation or, to the extent the subordination thereof is permitted by applicable law, claim in respect of the Notes, including the Principal principal of, premium, if any, or interest on the NotesNotes (or Liquidated Damages, if any), or to redeem (or make a deposit in on account of the redemption of), defease (other than payments made by the Trustee pursuant to Article Eight with respect to a defeasance permitted by this Indenture, including the subordination provisions herein) or acquire any of the Notes (including any repurchases of Notes), for cash, cash or property or securities (other than Junior Securities of the Company), Securities): (i) upon the maturity of any of the Company's Designated Senior Indebtedness or any other Designated Senior Indebtedness with an aggregate principal amount in excess of $1 million such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all Principal principal of, premium, if any, and interest on and any other amounts due and owing under such Designated Senior Indebtedness and all other obligations in respect thereof shall are first be paid in full in cash or cash equivalents Cash Equivalents (or such payment is duly provided for, ) or unless otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents and until any such maturity by acceleration has been rescinded or waived the commitments are terminated; or (ii) in the upon an event of default in the payment of any Principal principal of, premium, if any, or interest on or any and other amount payable in respect of amounts due and owing under the Company's Designated Senior Indebtedness or any other Designated Senior Indebtedness with an aggregate principal amount in excess of $1 million such Guarantor, as applicable, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwiseotherwise (a "Payment Default"), unless and until such payment default Payment Default has been cured or waived or otherwise has otherwise ceased to exist.