Common use of No Payments Under Certain Circumstances Clause in Contracts

No Payments Under Certain Circumstances. (a) No payment (by purchase of this Note or otherwise) shall be made or agreed to be made, directly or indirectly, in cash, property or securities (other than Paid-in-Kind Interest Notes), or by way of set-off or otherwise, by the Company of any Subordinated Payment with respect to this Note if, at the time of such payment or immediately after giving effect thereto, (i) (A) the Company shall be in default in the payment of any principal of, premium, if any, or interest on, or any other amounts due with respect to, any Senior Debt, and all applicable grace or cure periods shall have expired (a "Senior Debt Payment Default") or (B) there shall have occurred and be continuing any default (other than a Senior Debt Payment Default) with respect to any Senior Debt and all applicable grace or cure periods shall have expired (a "Senior Debt Non-Payment Default", and including any Senior Debt Payment Default, a "Senior Debt Default"), which Senior Debt Non-Payment Default would entitle the holder of such Senior Debt, or any trustee therefor, to declare the principal of such Senior Debt, if not already due and payable, to be due and payable, unless and until such Senior Debt Non-Payment Default shall have been cured or waived or shall cease to exist; and (ii) the Company shall have been notified in writing by the holder of such Senior Debt, or any trustee therefor, of such Senior Debt Payment Default or Senior Debt Non-Payment Default (a "Senior Debt Payment Default Notice" and "Senior Debt Non-Payment Default Notice," respectively, collectively a "Senior Debt Default Notice"). (b) The Company shall immediately deliver to the holder of this Note a copy of any Senior Debt Default Notice received by the Company. (c) If notwithstanding the foregoing provisions of this Section 5.2, the Company shall make any Subordinated Payment prohibited by the provisions of this Section, then, except as hereinafter in this Section otherwise provided, unless and until full payment of all amounts then due for principal of, sinking fund, if any, premium, if any, and interest on, and all other amounts payable with respect to, Senior Debt has been made or duly provided for in accordance with the terms of such Senior Debt, or unless and until any such default or Senior Debt Default shall have been cured or waived or shall cease to exist, such prohibited Subordinated Payment shall be held in trust for the benefit of, and shall be paid over or delivered, in the form received and without interest, to the holders of Senior Debt or their respective representative or to the trustee or agent for the holders of such Senior Debt, as their respective interests may appear, to the extent necessary to pay in full all principal of, premium, if any, and interest on, and all other amounts payable with respect to, Senior Debt, to the extent any of the same are then due after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (d) Unless and until written notice of such event shall be given to the holder of this Note at its address set forth on the register maintained by the Company by or on behalf of any holder of Senior Debt or by the Company, the holder of this Note shall be entitled to conclusively presume that no event exists which would prohibit the making of any payment to the holder of this Note. 5.3

No Payments Under Certain Circumstances. (a) No payment (by purchase of this Note or otherwise) shall be made or agreed to be made, directly or indirectly, in cash, property or securities (other than Paid-in-Kind Interest Notes), or by way of set-off or otherwise, by the Company of any Subordinated Payment with respect to this Note if, at the time of such payment or immediately after giving effect thereto, (i) (A) the Company shall be in default in the payment of any principal of, premium, if any, or interest on, or any other amounts due with respect to, any Senior Debt, and all applicable grace or cure periods shall have expired (a "Senior Debt Payment Default") or (B) there shall have occurred and be continuing any default (other than a Senior Debt Payment Default) with respect to any Senior Debt and all applicable grace or cure periods shall have expired (a "Senior Debt Non-Payment Default", and including any Senior Debt Payment Default, a "Senior Debt Default"), which Senior Debt Non-Payment Default would entitle the holder of such Senior Debt, or any trustee therefor, to declare the principal of such Senior Debt, if not already due and payable, to be due and payable, unless and until such Senior Debt Non-Payment Default shall have been cured or waived or shall cease to exist; and (ii) the Company shall have been notified in writing by the holder of such Senior Debt, or any trustee therefor, of such Senior Debt Payment Default or Senior Debt Non-Payment Default (a "Senior Debt Payment Default Notice" and "Senior Debt Non-Payment Default Notice," respectively, collectively a "Senior Debt Default Notice"). (b) The Company shall immediately deliver to the holder of this Note a copy of any written notice by the holders of any Senior Debt, or any trustee therefor, of any Senior Debt Default Notice received by the Company. (c) If notwithstanding the foregoing provisions of this Section 5.2, the Company shall make any Subordinated Payment prohibited by the provisions of this Section, then, except as hereinafter in this Section otherwise provided, unless and until full payment in cash of all amounts then due for principal of, sinking fund, if any, premium, if any, and interest on, and all other amounts payable with respect to, Senior Debt has been made in cash or duly provided for in accordance with the terms of such Senior Debt, or unless and until any such default or Senior Debt Default shall have been cured or waived or shall cease to exist, such prohibited Subordinated Payment shall be held in trust for the benefit of, and shall be paid over or delivered, in the form received and without interest, to the holders of Senior Debt or their respective representative or to the trustee or agent for the holders of such Senior Debt, as their respective interests may appear, to the extent necessary to pay in full all principal of, premium, if any, and interest on, and all other amounts payable with respect to, Senior Debt, to the extent any of the same are then due after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (d) Unless and until written notice of such event shall be given to the holder of this Note at its address set forth on the register maintained by the Company by or on behalf of any holder of Senior Debt or by the Company, the holder of this Note shall be entitled to conclusively presume that no event exists which would prohibit the making of any payment to the holder of this Note. 5.3