Common use of Events of Subordination Clause in Contracts

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. In the event (a) In of any distribution of assets of the event of Company upon any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief liquidation or composition reorganization of the Borrower or its debtsCompany, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief reorganization or other similar case or proceeding under any Federal or State bankruptcy or similar law receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower Company or otherwise, except a distribution in connection with a consolidation, merger or sale, transfer or lease of the Lenders properties of the Company which complies with the requirements of Section 11.02, or (b) the principal of any Senior Indebtedness shall have been declared due and payable by reason of an event of default with respect thereto and such event of default shall not have been rescinded, then: (1) in the circumstance described in the foregoing clause (a) the holders of all Senior Creditors Indebtedness, and in the circumstance described in the foregoing clause (b) the holders of all Senior Indebtedness outstanding at the time the principal of such Senior Indebtedness shall have been so declared due and payable, shall first be entitled to receive payment of the full amount due thereon in full respect of their respective Obligations principal, premium, if any, and interest, or provision shall be made for such amount in money or money's worth, before the holders of any of the Subordinated Creditor is Securities are entitled to receive any payment of all or any on account of the Affiliate principal of, premium, if any, or interest on the indebtedness evidenced by the Subordinated Debt, and Securities; (2) any payment by, or distribution of assets of, the Company of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kindcharacter, whether in cash, property or securities, shall be made by or on behalf securities (other than securities of the Borrower Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or on account readjustment the payment of any Affiliate Subordinated Debtwhich is subordinate, and at least to the extent provided in this Article with respect to the Subordinated Creditor shall not take or receive from the BorrowerSecurities, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of all Senior Indebtedness, provided that the Affiliate rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which the holders of any of the Subordinated DebtSecurities or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Subordinated Securities or to the Trustee under this Indenture; and (3) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kindkind of 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 corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the Subordinated Securities, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be made received by the Trustee or on behalf the holders of any of the Borrower Subordinated Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for or on account of any Affiliate Subordinated Debt, and application to the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been delivered paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date holders of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSenior Indebtedness.

Events of Subordination. In the event (a) In of any distribution of assets of the event of Company upon any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief liquidation or composition reorganization of the Borrower or its debtsCompany, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief reorganization or other similar case or proceeding under any Federal or State bankruptcy or similar law receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower Company or otherwise, except a distribution in connection with a consolidation, merger or sale, transfer or lease of the Lenders properties of the Company which complies with the requirements of Section 11.02, or (b) of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, and such default shall not have been rescinded, then: (1) in the circumstance described in the foregoing clause (a) the holders of all Senior Creditors Indebtedness, and in the circumstance described in the foregoing clause (b) the holders of all Senior Indebtedness outstanding at the time the principal of such Senior Indebtedness shall have been so declared due and payable, shall first be entitled to receive payment of the full amount due thereon in full respect of their respective Obligations principal, premium, if any, and interest, or provision shall be made for such amount in money or money's worth, before the holders of any of the Subordinated Creditor is Securities are entitled to receive any payment of all or any on account of the Affiliate principal of, premium, if any, or interest on the indebtedness evidenced by the Subordinated Debt, and Securities; (2) any payment by, or distribution of assets of, the Company of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kindcharacter, whether in cash, property or securities, shall be made by or on behalf securities (other than securities of the Borrower Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or on account readjustment the payment of any Affiliate Subordinated Debtwhich is subordinate, and at least to the extent provided in this Article with respect to the Subordinated Creditor shall not take or receive from the BorrowerSecurities, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of all Senior Indebtedness, provided that the Affiliate rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which the holders of any of the Subordinated DebtSecurities or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Subordinated Securities or to the Trustee under this Indenture; and (3) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kindkind of 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 corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the Subordinated Securities, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be made received by the Trustee or on behalf the holders of any of the Borrower Subordinated Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for or on account of any Affiliate Subordinated Debt, and application to the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been delivered paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date holders of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSenior Indebtedness.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective Obligations the Senior Indebtedness before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but other than (A) equity securities or (B) debt securities of such Obligor that are subordinated, to at least the same extent as the Subordinated Debt hereunder, to the payment of all Senior Indebtedness then outstanding) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default or any "event of default" has occurred and is continuing under a Senior Debt Document the Credit Agreement and after notice from the Agent to each Subordinated Creditor (provided that would entitle the creditors under no such Senior Debt Document notice shall be required to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to be given in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to case of any Event of Default or Senior Event arising under Section 10.1(f) of Defaultthe Credit Agreement), then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at Debt, until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness shall have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) paid in full in cash or (dy) such Event of Default shall have been cured or waived, unless (i) with respect to an Event of Default arising under Section 10.1(f) of the Credit Agreements most recently preceding Agreement, as otherwise agreed in writing by the date on which Agent, or (ii) with respect to any other Event of Default, as otherwise agreed, in the Borrower takes such actionAgent’s reasonable discretion, in writing by the ratio of Cash Available Agent providing the applicable notice for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement. (c) [Reserved]. (d) Except as otherwise set forth in Sections 2(a) through (c) above, calculated for any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in fullRelease Date. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (x) the Release Date or (y) such Event of Default shall have been cured or waived. (c) Except as otherwise set forth in Section 2(a) through (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent as permitted by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower Company or its any Subsidiary of the Company or any of their respective debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for Proceeding of the benefit of creditors Company or any other marshaling Subsidiary of the assets and liabilities of the Borrower Company or otherwise, the Lenders and the Senior Creditors shall be entitled to receive indefeasible payment in full in cash of their respective the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling Proceeding (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower Company being subordinated to payment of the Affiliate Subordinated Debt) shall shall, subject to the following sentence, be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid indefeasibly in fullfull in cash and the Credit Agreement Termination Date to have occurred. (b) In Upon the event that (i) any occurrence of a Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by and during the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cashcontinuance thereof, no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower Company being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower Company for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the BorrowerCompany or any Subsidiary of the Company, directly or indirectly, in cash, cash or other property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, any payment of all or any of the Affiliate Subordinated Debt at Debt, unless and until the Obligations shall have been paid indefeasibly in full in cash and the Credit Agreement Termination Date has occurred. (c) During the continuance of a Default or Event of Default, the Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Obligations before the Subordinated Creditor is entitled to receive any time unless at the end payment (including any payment which may be payable by reason of the fiscal quarter (including the fourth fiscal quarter) payment of any other indebtedness of the Borrower for which financial statements have been delivered Company being subordinated to the Agent payment of the Subordinated Debt) by the Borrower pursuant to Section 5.02(c) or (d) Company on account of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower Company or its any Subsidiary of the Company or any of their respective debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for Proceeding of the benefit of creditors Company or any other marshaling Subsidiary of the assets and liabilities of the Borrower Company or otherwise, the Lenders and the Senior Creditors shall be entitled to receive indefeasible payment in full in cash of their respective the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling Proceeding (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower Company being subordinated to payment of the Affiliate Subordinated Debt) shall shall, subject to the following sentence, be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Administrative Lender for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid indefeasibly in fullfull in cash and the Credit Agreement Termination Date to have occurred. (b) In Upon the event that (i) any occurrence of a Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by and during the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cashcontinuance thereof, no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower Company being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower Company for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the BorrowerCompany or any Subsidiary of the Company, directly or indirectly, in cash, cash or other property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, any payment of all or any of the Affiliate Subordinated Debt at Debt, unless and until the Obligations shall have been paid indefeasibly in full in cash and the Credit Agreement Termination Date has occurred. (c) During the continuance of a Default or Event of Default, the Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Obligations before the Subordinated Creditor is entitled to receive any time unless at the end payment (including any payment which may be payable by reason of the fiscal quarter (including the fourth fiscal quarter) payment of any other indebtedness of the Borrower for which financial statements have been delivered Company being subordinated to the Agent payment of the Subordinated Debt) by the Borrower pursuant to Section 5.02(c) or (d) Company on account of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. (c) Except as otherwise set forth in Sections 2(a) through (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent as permitted by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwiseBorrower, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent under the Credit Agreements, Agreements for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements and of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustment. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate Upon the maturity of indebtedness evidenced the Obligations, whether by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing acceleration or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Defaultotherwise, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Non-Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Non-Affiliate Subordinated Debt at until the Obligations shall have been paid in full. (c) In the event that, notwithstanding the foregoing, the Borrower shall make any time unless at payment to the end Subordinated Creditor prohibited by the foregoing provisions of this Section 3, then in such event such payment shall be held in trust and paid over and delivered forthwith to the Agent, for the benefit of the fiscal quarter (including Lenders, and to the fourth fiscal quarter) Senior Creditors or their Representatives pro rata according to the principal amount of the Borrower Obligations of the Lenders and the Senior Creditors, for which financial statements have been delivered application to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsObligations.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Insolvency Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the holders of Senior Creditors Indebtedness shall be entitled to receive payment in full in cash of their respective Obligations all Senior Indebtedness before the any Subordinated Creditor is entitled to receive any payment of any kind or character (whether in cash, property or securities) of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind or character (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Agent under the Credit Agreements, for the account of the Lenders, and to the holders of Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have has occurred and be is continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Defaultunder the Credit Agreement, then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, kind or character (whether in cash, property or securities, ) shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borroweror on behalf of any Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (x) all Senior Indebtedness shall have been paid in full in cash or (y) such Event of Default shall have been cured or waived, unless otherwise agreed in writing by the Agent. (c) Except as otherwise set forth in Sections 2(a) and (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing in accordance with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsterms thereof.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in a proceeding under any bankruptcy, reorganization, dissolution, insolvency, arrangement, reorganization, receivership, relief administration or other similar case or proceeding under any Federal or State bankruptcy liquidation or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.the Person designated for such purpose pursuant to the First/Second Lien Intercreditor Agreement, as Agent under the Credit Agreements, ABL/Term Loan Intercreditor Agreement and any Other Intercreditor Agreement (the “Applicable Representative”) for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the ABL/Term Loan Intercreditor Agreement, the First/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement, until the Obligations shall have been paid in full. (b) In Subject to clause (a) above, in the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing and the ABL Administrative Agent, at the request of the Required Lenders (as defined in ABL Credit Agreement), or the First Lien Administrative Agent, at the request of the Required Lenders (iii) as defined in First Lien Credit Agreement), or the Second Lien Administrative Agent, at the request of the Required Lenders (as defined in Second Lien Credit Agreement), or any judicial proceeding shall be pending with respect Additional Term Agent, at the request of the required lenders (or equivalent term as defined in the applicable Additional Term Credit Facility), as applicable, gives written notice thereof to any Event of Default or Senior Event of Defaulteach Subordinated Creditor, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (A)(x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived, (B) consented to by the Applicable Representative or (C) such payment is made to facilitate payment of the Obligations. (c) Except as otherwise set forth in Section 2(a) and (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal, interest or otherwise on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent extent not prohibited by the Borrower pursuant to Section 5.02(c) or (d) of the any Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsFacility then in effect.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of, or distribution of any kind or character on account of, all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind or character (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly by such Obligor to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a8.01(a), (f) or (g) of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time Debt, unless at and until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Obligations shall have been delivered to paid in full or (y) such Event of Default shall have been cured or waived. (c) In the Agent by the Borrower pursuant to event that any Event of Default (other than an Event of Default described in Section 5.02(c8.01(a), (f) or (dg) of the Credit Agreements most recently preceding Agreement) shall have occurred and be continuing and the date on which Administrative Agent gives written notice thereof to each Subordinated Creditor, then no payment (including any payment that may be payable by reason of any other indebtedness of any Obligor being subordinated to payment of the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment GradeSubordinated Debt) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)distribution of any kind or character shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, calculated for the period comprised and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the four fiscal quarters ending Subordinated Debt, unless and until (x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since Subordinated Debt to the date of signing extent permitted or not prohibited by the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C each Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have most recently been delivered to the Agent by the Borrower pursuant to Section 5.02(c5.01(f) or (dg) of the Credit Agreements most recently on or preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)2.0:1.0, calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors holders of Secured Indebtedness shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but other than (A) equity securities or (B) debt securities of such Obligor that are subordinated, to at least the same extent as the Subordinated Debt hereunder, to the payment of all Senior Indebtedness then outstanding) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Agents for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group holders of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default has occurred and is continuing under either Section 8.01(a) or any "event 8.01(f) Term Credit Agreement or Section 10.1(a) or 10.1(f) of default" under a Senior Debt Document the ABL Credit Agreement and after notice from the applicable Agent (provided that would entitle the creditors under no such Senior Debt Document notice shall be required to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to be given in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to case of any Event of Default arising under Section 8.01(f) of the Term Credit Agreement or Senior Event Section 10.01(f) of Defaultthe ABL Credit Agreement), then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at Debt, unless and that is a Loan Party owed to any time unless at Subordinated Creditor that is not a Loan Party until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness shall have been delivered to the Agent paid in full in cash or (y) such Event of Default shall have been cured or waived, unless otherwise agreed in writing by the Borrower pursuant to Term Agent or the ABL Agent (as applicable) in its reasonable discretion. (c) In the event that any Event of Default (other than an Event of Default described in Section 5.02(c) or (d8.01(a) of the Credit Agreements most recently preceding the date on which the Borrower takes such actionAgreement) shall have occurred and be continuing and any Agent gives written notice thereof to each Subordinated Creditor, the ratio then no payment (including any payment that may be payable by reason of Cash Available for Corporate Debt Service any other indebtedness of any Obligor being subordinated to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised payment of the four fiscal quarters ending Subordinated Debt) shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, unless and until (x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and Upon any payment or distribution of assets of any Loan Party of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kindcharacter, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of any Loan Party, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full before the holders of the Subordinated Debt shall be entitled (i) to receive any payment by (or on behalf of) such Loan Party on account of its Subordinated Debt, or (ii) to acquire any of the Subordinated Debt or any distribution by such Loan Party with respect to the Subordinated Debt, in each case of any cash, property or securities of such Loan Party (except that the holders of Subordinated Debt may receive and retain junior securities from a previously established defeasance trust). Any such payment or distribution by (or on behalf of) such Loan Party on account of its Subordinated Debt in connection with any such dissolution, winding up, liquidation or reorganization to which the holders of the Subordinated Debt would be entitled, but for these subordination provisions, shall be made by such Loan Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the holders of the Subordinated Debt if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) During the continuance of any Event of Default, upon receipt by the Borrower (with a copy to the agent for the holders of the Subordinated Debt) of written notice from the Agent for the holders of such Senior Indebtedness (or the holders of at least a majority in principal amount of such Senior Indebtedness then outstanding), no payment of the Subordinated Debt hereunder may be made by or on behalf of any Loan Party for a period (a "Payment Blockage Period") commencing on the Borrower date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period shall be terminated by (i) written notice to any Loan Party from such representatives for such holders or (ii) payment in full of such Senior Indebtedness or (iii) such event of default being cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Subordinated Debt during any period of 360 consecutive days. Notwithstanding anything in this Agreement to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on account the date of the commencement of any Affiliate Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) Notwithstanding any provision to the contrary in the documentation setting forth the terms of the Subordinated Debt, and except for scheduled interest payments that are not subject to a payment blockage pursuant to Section 2(b) hereof, no payment (including mandatory prepayments) in respect of the Subordinated Creditor shall not take or receive from Debt may be made by any Loan Party to the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any holders of the Affiliate Subordinated Debt unless and until the Obligations holders of the Senior Indebtedness shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement , and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed any such payment received by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt holder of the Borrower being subordinated Subordinated Debt shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their respective representatives, as their respective interests appear, for application to the payment of the Affiliate Subordinated Debt) Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment, distribution or distribution of any kind, whether in cash, property provision therefor to or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date holders of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSenior Indebtedness.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal federal or State state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Citibank, as Agent under the Credit AgreementsAgreement, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) 6.01 of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until Notwithstanding anything to the contrary in Section 3(b) and regardless of whether any Default or Event of Default shall have occurred and be continuing, until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed owned by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have most recently been delivered to the Agent by the Borrower pursuant to Section 5.02(c5.01(d) or (de) of the Credit Agreements most recently Agreement on or preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (2.00:1.00 or, if at the time such action is to be taken the Borrower is does not rated have at least an Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)Grade Rating, calculated 2.25:1.00, in each case, for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. Prior to the expiration of the Subsequent Term, in the event: (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal federal or State state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower or otherwise, all Senior Indebtedness shall first be paid in full before the Lenders Seller Representative, acting for and on behalf of the Senior Creditors Holders, shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated DebtIndebtedness, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt Indebtedness in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated DebtIndebtedness) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations all Senior Indebtedness shall have been paid in full.; (b) In the event that (i) any Default or Senior Indebtedness Event of Default described in Section 6.01(a) of constituting a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Indebtedness Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated DebtIndebtedness) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated DebtIndebtedness, and the Subordinated Creditor Seller Representative, acting for and on behalf of the Holders, shall not take or receive from the BorrowerBorrower or any other Person, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at Indebtedness; and (c) that any time unless at Senior Indebtedness Event of Default (other than a payment default) or event which with the end giving of notice or the lapse of time, or both, would become a Senior Indebtedness Event of Default shall have occurred and be continuing and the Agent gives written notice thereof to the Borrower, then no payment (including any payment that may be payable by reason of any other indebtedness of the fiscal quarter (including Borrower being subordinated to payment of the fourth fiscal quarterSubordinated Indebtedness) shall be made by or on behalf of the Borrower for which financial statements have been delivered to or on account of any Subordinated Indebtedness, and the Agent by the Borrower pursuant to Section 5.02(c) or (d) Seller Representative, acting for and on behalf of the Credit Agreements most recently preceding Holders, shall not take or receive from the date on which the Borrower takes such actionBorrower, the ratio directly or indirectly, in cash or other property or by set off or in any other manner, including, without limitation, from or by way of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) collateral, payment of all or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised any of the four fiscal quarters ending Subordinated Indebtedness, during a period (the “Payment Blockage Period”) commencing on the date of receipt of such financial statements notice and ending on the earlier of (or, if at such time less than four fiscal quarters have ended since i) the date such Senior Indebtedness Event of signing Default or event shall have been cured or waived in writing and (ii) the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect date 180 days from the date of delivery receipt of such financial statementsnotice. Any number of such notices may be given by the Agent; provided, however, that during any 360 day period the aggregate number of days during which a Payment Blockage Period shall be in effect shall not exceed 180 days and there shall be a period of at least 180 consecutive days in each 360 day period when no Payment Blockage Period is in effect.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective the Obligations (other than contingent obligations not yet due and owing) before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations (other than contingent obligations) shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a8.01(a) of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time Debt, unless at and until (x) the end of the fiscal quarter Obligations (including the fourth fiscal quarterother than contingent obligations) of the Borrower for which financial statements shall have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) paid in full or (dy) such Event of Default shall have been cured or waived. (c) In the event that any Event of Default (other than an Event of Default described in Section 8.01(a) of the Credit Agreements most recently preceding Agreement) shall have occurred and be continuing and the date on which the Borrower takes such actionAdministrative Agent gives written notice thereof to each Subordinated Creditor, the ratio then no payment (including any payment that may be payable by reason of Cash Available for Corporate Debt Service any other indebtedness of any Obligor being subordinated to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised payment of the four fiscal quarters ending Subordinated Debt) shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, unless and until (x) the Obligations (other than contingent obligations) shall have been paid in full or (y) such Event of Default shall have been cured or waived. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwiseBorrower, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent under the Credit Agreements, Agreements for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements are not, without their consent, altered by such reorganization or readjustment. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate Upon the maturity of indebtedness evidenced the Obligations, whether by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing acceleration or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Defaultotherwise, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Non-Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Non-Affiliate Subordinated Debt at until the Obligations shall have been paid in full. (c) In the event that, notwithstanding the foregoing, the Borrower shall make any time unless at payment to the end Subordinated Creditor prohibited by the foregoing provisions of this Section 3, then in such event such payment shall be held in trust and paid over and delivered forthwith to the Agent, for the benefit of the fiscal quarter (including the fourth fiscal quarter) of the Borrower Lenders, for which financial statements have been delivered application to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsObligations.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(aclause (b) or (c) of a Article VII of the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time Debt, unless at and until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Obligations shall have been delivered to paid in full or (y) such Event of Default shall have been cured or waived. (c) In the Agent by the Borrower pursuant to Section 5.02(cevent that any Event of Default (other than an Event of Default described in clause (b) or (dc) of Article VII of the Credit Agreements most recently preceding Agreement) shall have occurred and be continuing and the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 Administrative Agent (if acting at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised instruction of the four fiscal quarters ending Required Lenders) gives written notice thereof to each Subordinated Creditor, then no payment (including any payment that may be payable by reason of any other indebtedness of any Obligor being subordinated to payment of the Subordinated Debt) shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, unless and until (x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing Subordinated Debt as permitted by the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal federal or State state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Citibank, as Agent under the Credit AgreementsAgreement, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) 6.01 of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed owned by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time (i) unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have most recently been delivered to the Agent by the Borrower pursuant to Section 5.02(c5.01(d) or (de) of the Credit Agreements most recently Agreement on or preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (2.00:1.00 or, if at the time such action is to be taken the Borrower is does not rated have at least an Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)Grade Rating, calculated 2.25:1.00, in each case, for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements; or (ii) with respect solely to Affiliate Subordinated Debt loaned to the Borrower to pay Project Costs of any Project at any time prior to the Non-Recourse Date for such Project, if, no more frequently than once each calendar month, such payment or distribution is made on, or within three (3) Business Days after, the date of, and using the proceeds of the Project Advances or Commercial Paper (as applicable) arising from, or relating to, a Utilization with respect to such Project; provided, that the amount of interest, fees and other charges, if any, paid with respect to any Affiliate Subordinated Debt under this subsection (ii) will not exceed the maximum rate or amount permitted under PUHCA (whether or not such law is repealed).

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower Debtor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal federal or State state bankruptcy or similar law or upon any federal or state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the respective assets and liabilities of the Borrower Debtor or otherwise, (i) Xxxxx Indebtedness shall first be paid in full before Junior Lender or its successors or assigns holding any of the Lenders and the Senior Creditors Subordinated Debt shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and (ii) any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) otherwise shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Xxxxx Lender for application (in the case of cash) to, or as collateral (in the case of non-cash noncash property or securities) for, the payment or prepayment of the Obligations Xxxxx Indebtedness until the Obligations Xxxxx Indebtedness shall have been paid in full. (b) In the event that (i) Junior Lender receives notice that any Default or Xxxxx Lender Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower Debtor for or on account of any Affiliate Subordinated Debt, Junior Lender will take no steps, whether by suit or otherwise to compel or enforce the collection of the Subordinated Debt, and the Subordinated Creditor Junior Lender shall not take or receive from the BorrowerDebtor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt. (c) In the event that any Subordinated Debt at any time unless at is declared due and payable before its stated maturity, Xxxxx Lender shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Xxxxx Indebtedness before the end holders of the fiscal quarter (including the fourth fiscal quarter) Subordinated Debt are entitled to receive any payment by Debtor on account of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or Subordinated Debt. (d) So long as no Xxxxx Lender Event of the Credit Agreements most recently preceding the date on which the Borrower takes such actionDefault has occurred and is continuing, the ratio Junior Lender may accept from Debtor regularly scheduled payments of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending principal and interest on the date Junior Note. Debtor shall not make, and Junior Lender shall not accept, any prepayments under the Junior Note without the prior written consent of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsXxxxx Lender.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of their respective the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no No payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have most recently been delivered to the Agent by the Borrower pursuant to Section 5.02(cSections 5.01(f) or (dg) of the Credit Agreements most recently on or preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)2.0:1.0, calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in a proceeding under any bankruptcy, reorganization, dissolution, insolvency, arrangement, reorganization, receivership, relief administration or other similar case or proceeding under any Federal or State bankruptcy liquidation or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors Lender shall be entitled to receive payment Payment in full Full of their respective Obligations the Senior Debt before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Lender for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Lender for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Debt in accordance with the terms of the Credit Agreement until the Obligations Senior Debt shall have been paid Paid in fullFull. (b) In Subject to clause (a) above, in the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Subordinated Debt of the Borrower being subordinated to payment of the Affiliate Subordinated DebtPayment) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (A)(x) the Obligations shall have been Paid in Full or (y) such Event of Default shall have been cured or waived, or (B) consented to by the Lender. (c) Except as otherwise set forth in Sections 3(a) and (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal, interest or otherwise on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent extent permitted by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Insolvency Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the holders of Senior Creditors Indebtedness shall be entitled to receive payment in full in cash of their respective Obligations all Senior Indebtedness before the any Subordinated Creditor is entitled to receive any payment of any kind or character (whether in cash, property or securities) of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind or character (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Agents for the account of the Lenders, and to the holders of Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have has occurred and be is continuing under the Term Credit Agreement or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Defaultunder the ABL Credit Agreement, then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, kind or character (whether in cash, property or securities, ) shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borroweror on behalf of any Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt, unless and until (x) all Senior Indebtedness shall have been paid in full in cash or (y) such Event of Default shall have been cured or waived, unless otherwise agreed in writing by the Term Agent or the ABL Agent (as applicable). (c) Except as otherwise set forth in Sections 2(a) and (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt at any time unless at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or (d) of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing in accordance with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsterms thereof.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the Senior Creditors holders of Secured Indebtedness shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but other than (A) equity securities or (B) debt securities of such Obligor that are subordinated, to at least the same extent as the Subordinated Debt hereunder, to the payment of all Senior Indebtedness then outstanding) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Agents for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group holders of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default has occurred and is continuing under either Section 8.01(a) or any "event 8.01(f) Term Credit Agreement or Section 10.1(a) or 10.1(f) of default" under a Senior Debt Document the ABL Credit Agreement and after notice from the applicable Agent (provided that would entitle the creditors under no such Senior Debt Document notice shall be required to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to be given in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to case of any Event of Default arising under Section 8.01(f) of the Term Credit Agreement or Senior Event Section 10.01(f) of Defaultthe ABL Credit Agreement), then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at Debt, unless and that is a Loan Party owed to any time unless at Subordinated Creditor that is not a Loan Party until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness shall have been delivered to the Agent paid in full in cash or (y) such Event of Default shall have been cured or waived, unless otherwise agreed in writing by the Borrower pursuant to Term Agent or the ABL Agent (as applicable) in its reasonable discretion. (c) In the event that any Event of Default (other than an Event of Default described in Section 5.02(c) or (d8.01(a) of the Credit Agreements most recently preceding the date on which the Borrower takes such actionAgreement) shall have occurred and be continuing and any Agent gives written notice thereof to each Subordinated Creditor, the ratio then no payment (including any payment that may be payable by reason of Cash Available for Corporate Debt Service any other indebtedness of any Obligor being subordinated to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised payment of the four fiscal quarters ending Subordinated Debt) shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, unless and until (x) the Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. 3 Form of J. Crew Intercompany Subordination Agreement (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, then the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of their respective the Senior Obligations before the any Subordinated Creditor is entitled to receive any payment from or on behalf of any Obligor of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-non- cash property or securities) for, the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a8.01(a), (f) or (g) of a the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Defaultunder the Credit Agreement, then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at Debt, unless and until (x) all Senior Obligations shall have been paid in full or (y) such Event of Default shall have been cured or waived. (c) In the event that any time unless at Event of Default under the end Credit Agreement (other than an Event of Default described in the foregoing clause (b)(i)) shall have occurred and be continuing and the Administrative Agent gives written notice thereof to each Subordinated Creditor, then no payment (including any payment that may be payable by reason of any other indebtedness of any Obligor being subordinated to payment of the fiscal quarter (including the fourth fiscal quarterSubordinated Debt) shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Borrower for which financial statements Subordinated Debt, unless and until (x) all Senior Obligations shall have been delivered to the Agent by the Borrower pursuant to Section 5.02(cpaid in full or (y) such Event of Default shall have been cured or waived. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay or have paid on its behalf, and any Subordinated Creditor is entitled to receive, any payment or prepayment of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing Subordinated Debt as permitted by the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law relating to a Bankruptcy Event or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, then the Lenders and the Senior Creditors Guaranteed Parties shall be entitled to receive payment in full of their respective the Senior Obligations until the Discharge of Senior Obligations before the any Subordinated Creditor is entitled to receive any payment from or on behalf of any Obligor of all or any of the Affiliate Subordinated DebtObligations, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt Obligations in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated DebtObligations) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Guaranteed Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Obligations until the Discharge of Senior Obligations shall have been paid in fullhas occurred. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a under the Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated DebtObligations) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower any Obligor for or on account of any Affiliate Subordinated DebtObligations, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time Obligations, unless at and until (i) the end Discharge of the fiscal quarter Senior Obligations has occurred or (including the fourth fiscal quarterii) such Event of the Borrower for which financial statements Default shall have been delivered cured or waived. (c) Except as otherwise set forth in Sections 3(a) and (b) above, any Obligor is permitted to the Agent by the Borrower pursuant pay or have paid on its behalf, and any Subordinated Creditor is entitled to Section 5.02(c) receive, any payment or (d) prepayment of the Credit Agreements most recently preceding the date on which the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised of the four fiscal quarters ending principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing Subordinated Obligations as permitted by the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statements.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Obligor or otherwise, the Lenders and the holders of Senior Creditors Indebtedness shall be entitled to receive payment in full of their respective the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but other than (i) equity securities or (ii) debt securities of such Obligor that are subordinated, to at least the same extent as the Subordinated Debt hereunder, to the payment of all Senior Indebtedness then outstanding) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower such Obligor being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as the Administrative Agent under the Credit Agreements, for the account of the Lenders, and to the holders of Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in fullfull in cash pursuant to Section 1(b). (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) If any Event of Default has occurred and is continuing under Section 10.1(a) or any "event 10.1(f) of default" under a Senior Debt Document the Credit Agreement and after notice from the Administrative Agent to each Subordinated Creditor (provided that would entitle the creditors under no such Senior Debt Document notice shall be required to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to be given in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to case of any Event of Default or Senior Event arising under Section 10.1(f) of Defaultthe Credit Agreement), then no payment (including any payment that may be payable by reason of any other Debt Indebtedness of the Borrower any Obligor being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Obligor that is a Loan Party for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Obligor that is a Loan Party, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at until (x) the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements Senior Indebtedness shall have been delivered to the Agent by the Borrower paid in full in cash pursuant to Section 5.02(c1(b) hereof or (y) such Event of Default shall have been waived or is otherwise no longer continuing, unless otherwise agreed in writing by the Administrative Agent in its reasonable discretion. (c) If any Event of Default under the Credit Agreement (other than an Event of Default described in Section 10.1(a) or (d10.1(f) of the Credit Agreements most recently preceding Agreement) shall have occurred and be continuing and the date on which Administrative Agent gives written notice thereof to each Subordinated Creditor, then no payment (including any payment that may be payable by reason of any other Indebtedness of any Obligor that is a Loan Party being subordinated to payment of the Borrower takes such action, the ratio of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment GradeSubordinated Debt) or 2.00:1.00 (if at such time the Borrower distribution of any kind or character shall be made by or on behalf of any Obligor that is rated Investment Grade)a Loan Party for or on account of any Subordinated Debt, calculated for the period comprised and no Subordinated Creditor shall take or receive from any Obligor that is a Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the four fiscal quarters ending Subordinated Debt, unless and until (x) the Senior Indebtedness shall have been paid in full pursuant to Section 1(b) hereof or (y) such Event of Default shall have been waived or is otherwise no longer continuing. (d) Except as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Note Party or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower any Note Party or otherwiseotherwise (each, the Lenders and an “Insolvency or Liquidation Proceeding”), the Senior Creditors shall be entitled to receive payment in full in cash of their respective the Senior Obligations before the any Subordinated Creditor is entitled to receive any payment of, or distribution of any kind or character on account of, all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind or character (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment Insolvency or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) Liquidation Proceeding or otherwise shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, Trustee for the account of the Lenders, and Senior Creditors for application to the Senior Creditors payment or to a trustee or other agent for the Senior Creditors or for any group prepayment of the Senior Creditors Obligations until the Discharge of Obligations. (b) In the event that any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount payment in respect of the Obligations then owed Subordinated Debt, whether in respect of principal, interest or otherwise, is received by the Borrower to each any Subordinated Creditor in violation of the Lenders Indenture, then such payment shall be held in trust for the benefit of the Trustee and the other Senior Creditors, shall be segregated from all other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Trustee for application the account of the Trustee and the other Senior Creditors in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or as collateral held in trust (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Obligations until in accordance with the Obligations shall have been paid in fullterms of the Indenture. (bc) In the event that (i) any Default or Event of Default described in Section 6.01(a) 6.01 of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) Indenture shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property kind or securities, character shall be made by or on behalf of the Borrower any Note Party for or on account of any Affiliate Subordinated Debt, and the no Subordinated Creditor shall not take or receive from the Borrowerany Note Party, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of of, or a distribution with respect to, all or any of the Affiliate Subordinated Debt at any time Debt, unless at and until (x) the end Discharge of the fiscal quarter Obligations or (including the fourth fiscal quartery) such Event of the Borrower for which financial statements Default shall have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) cured or waived. (d) In the event that any Event of Default (other than an Event of Default described in Section 6.01 of the Credit Agreements most recently preceding Indenture shall have occurred) and be continuing and the date Trustee gives written notice thereof to each Subordinated Creditor and each Note Party, then no payment or distribution of any kind or character shall be made by or on which the Borrower takes such actionbehalf of any Note Party for or on account of any Subordinated Debt, the ratio and no Subordinated Creditor shall take or receive from any Note Party, directly or indirectly, in cash or other property or securities or by set-off or in any other manner, including, without limitation, from or by way of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) collateral, payment of, or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)a distribution with respect to, calculated for the period comprised all or any of the four fiscal quarters ending Subordinated Debt, unless and until (x) the Discharge of Obligations or (y) such Event of Default shall have been cured or waived in the manner provided in the Indenture. (e) Except as otherwise set forth in Sections 3(a) through (d) above, any Note Party is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since Subordinated Debt to the date of signing extent not prohibited by the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsIndenture.

Events of Subordination. (a) In the event of any ----------------------- dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or of its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, liquidation, winding up, dissolution, relief or other similar case action or proceeding under any Federal or State bankruptcy bankruptcy, insolvency or similar law or statute protecting creditors in effect in any jurisdiction, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower Borrower, or otherwiseany other similar action or proceeding (each, the Lenders and an "Insolvency Event"), the Senior Creditors shall be entitled to receive ---------------- payment in full of their respective the Senior Obligations owed to them before the Subordinated Creditor is Creditors shall be entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling Insolvency Event (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.(w) the Agent, as Agent or (x) after the payment in full of all of the Senior Secured Obligations, any Senior Creditor holding "Senior Obligations" under Section 1(i)(A)(2) hereof (all such Senior Creditors being the "Hedge Senior Creditors"), or (y) after the payment in full of all ---------------------- Obligations referred in the foregoing clause (x), the Trustee under the Credit AgreementsSenior Subordinated Note Indenture for the benefit of the Senior Creditors holding "Senior Obligations" under Section 1(i)(A)(3) hereof (all such Senior Creditors being the "Other Senior Creditors") or, (z) after the payment in full of all of ---------------------- the Obligations referred in the foregoing clause (y), any Senior Creditor (the "Senior Representative"), for the account of the Lenders, and to (i) the Senior Creditors or to a trustee or other agent for the holding --------------------- Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Secured Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Secured Obligations owed to the applicable Senior Creditors until such Senior Secured Obligations shall have been paid in full, (ii) the Hedge Senior Creditors for application in the same manner for the ratable payment or prepayment of the Obligations referred to in Section 1(i)(A)(2) hereof owed to the Hedge Senior Creditors until such Obligations shall have been paid in full, (iii) the Other Senior Creditors for application in the same manner for the ratable payment or prepayment of the Obligations referred to in Section 1(i)(A)(3) hereof owed to the Other Senior Creditors until such Obligations shall have been paid in full, or (iv) the remaining Senior Creditors for application in the same manner for the ratable payment or prepayment of the remaining Senior Obligations owed to the remaining Senior Creditors until such remaining Senior Obligations shall have been paid in full. (b) In the event that (i) any Default or Event of Default described in Section 6.01(a) of a Credit Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of such Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor Creditors shall not take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt. (c) In the event that any Subordinated Debt at is declared due and payable before its stated maturity, the Senior Creditors shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Obligations before the Subordinated Creditors are entitled to receive any time unless at the end payment (including any payment which may be payable by reason of the fiscal quarter (including the fourth fiscal quarter) payment of any other indebtedness of the Borrower for which financial statements have been delivered being subordinated to the Agent payment of the Subordinated Debt) by the Borrower pursuant to Section 5.02(c) or (d) on account of the Credit Agreements most recently preceding the date on which the Borrower takes such actionSubordinated Debt. As long as there is no Default and except as otherwise provided in this Agreement, the ratio of Cash Available for Corporate Debt Service Subordinated Creditors shall be entitled to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) or 2.00:1.00 (if at such time the Borrower is rated Investment Grade), calculated for the period comprised receive and keep payments in respect of the four fiscal quarters ending on the date of such financial statements (or, if at such time less than four fiscal quarters have ended since the date of signing the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect from the date of delivery of such financial statementsSubordinated Debt.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debtsBorrower, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State Israeli bankruptcy or similar law of any jurisdiction or upon an assignment generally for the benefit of creditors or any other marshaling marshalling of all or substantially all of the assets and liabilities of the Borrower or otherwiseBorrower, Senior Indebtedness shall first be paid in full in cash before the Lenders and the Senior Creditors Noteholders shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of or distribution on all or any of the Affiliate Subordinated DebtObligations, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt Obligations in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated DebtObligations) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc.the Senior Lender, so long as Agent any Senior Indebtedness under the Credit Agreements, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLoan Documents is outstanding, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in fullfull in cash. (b) In the event that (i) any Default or Bank Event of Default described in Section 6.01(a14(d) or 14(j) of a the Senior Credit Agreement or any payment default by the Borrower under (a Senior Debt Document “Payment Blockage Default”) shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Affiliate Subordinated DebtObligations) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debtof the Obligations, and the Subordinated Creditor neither any representative for nor any Noteholder shall not take or receive from or on behalf of the Borrower, directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at any time unless at Obligations. The Bank shall notify the end Noteholders in writing of the fiscal quarter occurrence of any such Payment Blockage Default and written notice of the cure or waiver of the same. (c) In the event that any Bank Event of Default (other than a Payment Blockage Default) or event which with the giving of notice or the lapse of time, or both, would become a Bank Event of Default shall have occurred and be continuing and the Senior Lender, so long as any obligations are outstanding under the Senior Credit Agreement, gives written notice thereof to any Noteholder or any representative for any Noteholder (a “Senior Default Notice”), then no payment (including any payment that may be payable by reason of any other indebtedness of the fourth fiscal quarterBorrower being subordinated to payment of the Obligations) shall be made by or on behalf of the Borrower for which financial statements have been delivered to the Agent by the Borrower pursuant to Section 5.02(c) or (d) on account of any of the Credit Agreements most recently preceding Obligations, and neither any representative for nor any Noteholder shall take or receive from or on behalf of the date on which Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner (other than the Borrower takes such action, the ratio accrual of Cash Available for Corporate Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) default or 2.00:1.00 (if at such time the Borrower is rated Investment Gradepaid-in-kind interest), calculated for the period comprised including, without limitation, from or by way of collateral, payment of all or any of the four fiscal quarters ending Obligations, during a period (the “Payment Blockage Period”) commencing on the date of receipt of such financial statements notice and ending on the earlier of (or, if at such time less than four fiscal quarters have ended since i) the date such Bank Event of signing Default or event shall have been cured or waived, in each case confirmed in writing signed by the Credit Agreement, calculated for Senior Lender and (ii) the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect date 360 days from the date of delivery receipt of such financial statementsnotice; provided, however, that no more than one Senior Default Notice may be delivered in any 18 month period with respect to any specified Bank Event of Default. (d) While any Senior Indebtedness is outstanding under the Senior Credit Agreement, the Noteholders may not declare the Obligations due and payable prior to the maturity thereof.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower [Issuer] or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrower [Issuer] or otherwise, Senior Indebtedness shall first be paid in full before the Lenders and the Senior Creditors holders of any Subordinated Debt shall be entitled to receive payment in full of their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in Schedule 10.2 (to Note Purchase Agreement) cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower [Issuer] being subordinated to payment of the Affiliate Subordinated Debt) shall be paid or delivered directly to Xxxxxx Commercial Paper Inc., as Agent under the Credit Agreements, for the account holders of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Notes for application (in the case of cash) to, or as collateral (in the case of non-non cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness until the Obligations Senior Indebtedness shall have been paid in full. (b) In the event that (i) any Default or Note Event of Default described in Section 6.01(a11(a) of a Credit the Note Purchase Agreement or any payment default by the Borrower under a Senior Debt Document shall have occurred and be continuing, (ii) any Event of Default or any "event of default" under a Senior Debt Document that would entitle the creditors under such Senior Debt Document to accelerate the maturity of indebtedness evidenced by such Senior Debt Document (a "Senior Event of Default") (other than as referred to in the preceding clause (i)) shall have occurred and be continuing or (iiiii) any judicial proceeding shall be pending with respect to any Event of Default or Senior Note Event of Default, then no payment (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower [Issuer] being subordinated to payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower [Issuer] for or on account of any Affiliate Subordinated Debt, and the neither any holder of or trustee for any Subordinated Creditor Debt shall not take or receive from the Borrower[Issuer], directly or indirectly, in cash or other property or by set-off in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt until the Obligations shall have been paid in full. (c) Until the Termination Date under the Facility A Credit Agreement or the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and the Obligations thereunder then owed by the Borrower to the Lenders shall have been paid in full in cash, no payment (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to the payment of the Affiliate Subordinated Debt) or distribution of any kind, whether in cash, property or securities, shall be made by or on behalf of the Borrower for or on account of any Affiliate Subordinated Debt, and the Subordinated Creditor shall not take or receive from the Borrower, directly or indirectly, in cash, property or securities or by set-set off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Affiliate Subordinated Debt at Debt. (c) In the event that any time unless at the end Note Event of the fiscal quarter Default (including the fourth fiscal quarterother than a Note Event of Default described in Section 11(a) of the Borrower for Note Purchase Agreement) or event which financial statements with the giving of notice or the lapse of time, or both, would become a Note Event of Default shall have been delivered occurred and be continuing and any holder of the Notes gives written notice thereof to the Agent [trustee for] [holders of] the Subordinated Debt, then no payment (including any payment that may be payable by the Borrower pursuant reason of any other indebtedness of [Issuer] being subordinated to Section 5.02(c) or (d) payment of the Credit Agreements most recently preceding the date Subordinated Debt) shall be made by or on which the Borrower takes such actionbehalf of [Issuer] for or on account of any Subordinated Debt, the ratio and neither any trustee for nor any holder of Cash Available for Corporate any Subordinated Debt Service to Corporate Interest was at least 2.25:1.00 (if at the time such action is to be taken the Borrower is not rated Investment Grade) shall take or 2.00:1.00 (if at such time the Borrower is rated Investment Grade)receive from [Issuer], calculated for the period comprised directly or indirectly, in cash or other property or by set off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the four fiscal quarters ending Subordinated Debt, during a period (the “Payment Blockage Period”) commencing on the date of receipt of such financial statements notice and ending on the earlier of (or, if at such time less than four fiscal quarters have ended since i) the date such Note Event of signing Default or event shall have been cured or waived in writing and (ii) the Credit Agreement, calculated for the immediately preceding fiscal quarters commencing with the fiscal quarter ending September 30, 1999) and with effect date 180 days from the date of delivery receipt of such financial statementsnotice. Any number of such notices may be given by the holders of the Notes; provided, however, that during any 360 day period the aggregate number of days during which a Payment Blockage Period shall be in effect shall not exceed 180 days and there shall be a period of at least 180 consecutive days in each 360 day period when no Payment Blockage Period is in effect. (d) In the event that any Subordinated Debt is declared due and payable before its stated maturity, the holders of the Notes shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the holders of the Subordinated Debt are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of [Issuer] being subordinated to the payment of the Subordinated Debt) by [Issuer] on account of the Subordinated Debt.