Common use of Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Issuer, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts due or to become Obligations due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofor otherwise. Upon any such dissolution, winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of or by the Notes Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Obligations on Senior Debt has then due have been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, to creditors upon in connection with any dissolution or winding-winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all the holders of Senior Debt shall will first be paid entitled to receive payment in fullfull in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such payment duly provided for, proceeding) before the Holders are entitled to receive any payment is made of principal of (and premium, if any) or interest on the notes or on account of the principal of purchase or interest on the Notes, or any other acquisition of the Notes for cash by the Issuer or property is made other than conversion any of its subsidiaries. In the Notes into Common Shares in accordance with Section 7.1 hereof. Upon event that notwithstanding the foregoing, the Trustee or the Holder of any such dissolution, winding-up, liquidation or reorganization, Note receives any payment or distribution of the Issuer’s assets of the Issuer of any kind or character, whether character (excluding shares of Issuer’s common stock or securities provided for in cash, property a plan reorganization or securities, readjustment which are subordinate in right of payment to which all Senior Debt to substantially the Holders of same extent as the Notes would be entitledare so subordinated) before all the Senior Debt is paid in full, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making then such payment or distribution, distribution will be required to be paid over or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or delivered forthwith to the trustee in bankruptcy or trustees under any indenture pursuant to which any other Person making payment or distribution of such Senior Debt may have been issued, as their respective interests may appear, our assets for application to the payment of all Senior Debt remaining unpaid until all such unpaid, to the extent necessary to pay the Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debtfull.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 8.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 8.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or (a) dissolution, winding-up or total or partial up, liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or such payment duly thereof provided forfor in money in accordance with its terms, before any payment or distribution is made on account of by the Company with respect to the principal of and premium, if any, or interest (including any Additional Interest) on the NotesSecurities, whether in cash, property or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon securities; and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Company or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders holders of Securities or the Notes Trustee would be entitledentitled to receive from the Company, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Article XIV, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders holders of Securities or by the Notes Trustee under the Indenture if received by themthem or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any of instruments evidencing such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing paragraph, shall be received by the Trustee or any holder of Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt has been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the benefit of the holders of such Senior Indebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee, subject to the provisions of Article VII, the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior DebtIndebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article XIV, the words “any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock 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 subordinated at least to the extent provided in this Article XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article X shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments, the Trustee under or pursuant to Section 7.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution in an Insolvency or winding-up Liquidation Proceeding relating to the Company or total or partial liquidation or reorganization of the Issuerits property, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsinvoluntary, all amounts due or to become Obligations due upon all Senior Debt Indebtedness shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Senior Indebtedness, by the Company or any of its Subsidiaries, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition, by the Company or any acquisition of its Subsidiaries, of any of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofproperty, except for Permitted Insolvency Payments. Upon any such dissolution, winding-up, liquidation Insolvency or reorganizationLiquidation Proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Insolvency Payments), to which the Holders of the Notes or the Trustee would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, entitled shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issuedRepresentatives, as their respective interests may appear, for application to the payment of the Senior Debt Indebtedness remaining unpaid until all such Senior Debt Indebtedness has been paid in full full, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Issuer, whether voluntary or involuntary Issuer or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all amounts due or to become due upon all Senior Debt Credit Agreement Obligations shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the Senior Creditors, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is or otherwise, except that the Holders of Notes may receive and retain (1) Permitted Junior Securities, (2) payments or deposits made pursuant to Article 9, and (3) other than conversion of amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes into Common Shares in accordance with Section 7.1 hereofor such amounts were set aside without violating the subordination provisions described herein. Upon any such dissolution, winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of or by the Notes Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on Representative, for the basis benefit of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appearCreditors, for application to the payment of Senior Debt Credit Agreement Obligations remaining unpaid until all such Senior Debt has Credit Agreement Obligations have been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders Senior Creditors, except that Holders of Senior DebtNotes may receive and retain (x) Permitted Junior Securities, (y) payments or deposits made pursuant to Article 9 and (z) or other amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes or such amounts were set aside without violating the subordination provisions described herein.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution in an Insolvency or winding-up Liquidation Proceeding relating to such Guarantor or total or partial liquidation or reorganization of the Issuerits property, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsinvoluntary, all amounts due or to become Obligations due upon all Guarantor Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Guarantor Senior Debt, by the Guarantor or any of its Subsidiaries, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the NotesNotes or the related Guarantee, or for the acquisition, by the Guarantor or any acquisition of its Subsidiaries, of any of the Notes or the related Guarantees for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofproperty. Upon any such dissolution, winding-up, liquidation Insolvency or reorganizationLiquidation Proceeding, any payment or distribution of assets of the Issuer Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, entitled shall be paid by the Issuer Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issuedRepresentatives, as their respective interests may appear, for application to the payment of the Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full full, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment in the form of Permitted Junior Securities), to creditors upon any dissolution or liquidation, dissolution, winding-up up, reorganization, assignment for the benefit of creditors or total or partial liquidation or reorganization marshaling of assets of the Issuer, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or such payment duly provided for, Cash Equivalents before any payment or distribution of any kind or character (other than a payment in the form of Permitted Junior Securities) is made on account of the principal of any Obligations on or interest on with respect to the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofor otherwise. Upon any such dissolution, winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of or by the Notes Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, to creditors upon in connection with any dissolution or winding-winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all the holders of Senior Debt shall will first be paid entitled to receive payment in fullfull in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such payment duly provided for, proceeding) before the Holders are entitled to receive any payment is made of principal of (and premium, if any) or interest on the notes or on account of the principal of purchase or interest on the Notes, redemption or any other acquisition of the Notes for cash by the Issuer or property is made other than conversion any of its subsidiaries. In the Notes into Common Shares in accordance with Section 7.1 hereof. Upon event that notwithstanding the foregoing, the Trustee or the Holder of any such dissolution, winding-up, liquidation or reorganization, Note receives any payment or distribution of the Issuer's assets of the Issuer of any kind or character, whether character (excluding shares of Issuer's common stock or securities provided for in cash, property a plan reorganization or securities, readjustment which are subordinate in right of payment to which all Senior Debt to substantially the Holders of same extent as the Notes would be entitledare so subordinated) before all the Senior Debt is paid in full, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making then such payment or distribution, distribution will be required to be paid over or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or delivered forthwith to the trustee in bankruptcy or trustees under any indenture pursuant to which any other Person making payment or distribution of such Senior Debt may have been issued, as their respective interests may appear, our assets for application to the payment of all Senior Debt remaining unpaid until all such unpaid, to the extent necessary to pay the Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debtfull.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, ) to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, Holdings (whether voluntary or involuntary or in bankruptcy, ,insolvency, receivership or other proceedings), all amounts due or to become due upon all Senior Debt (including, without limitation, interest accruing after the filing of a petition under any bankruptcy law at the rate provided for in the documents governing such Senior Debt, whether or not allowable as a claim under such bankruptcy law) shall first be paid in fullfull in cash, or such payment duly provided for, before any payment or distribution is made on account of the principal of or interest on the Notes, or any acquisition of amount owing under the Notes for cash and before Holdings shall, directly or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofindirectly, prepay, repay, redeem, purchase, exchange or acquire any Notes. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of, or payments by, Holdings of any kind or character, character (whether in cash, property or securities, ) to which the Holders of the Notes Holder would be entitled, entitled except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Holdings or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the Agent on behalf of the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt then held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided for, before any payment or distribution is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofor otherwise. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining 104 -95- unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of either of the Issuer Issuers of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or winding-up or total or partial liquidation or reorganization marshaling of assets of either of the Issuer, whether voluntary or involuntary Issuers or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to either of the Issuers or their respective property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made other than conversion or otherwise (except that holders of the Notes into Common Shares in accordance with Section 7.1 hereofmay receive Defeasance Trust Payments). Upon Before any payment may be made by, or on behalf of, such Issuers of the principal of, premium, if any, or interest on the Notes upon any such dissolution, dissolution or winding-up, up or total liquidation or reorganization, any payment or distribution of assets or securities of the Issuer such Issuers of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Indenture, shall be paid made by the Issuer such Issuers or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of the Senior Debt of such Issuers (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until extent necessary to pay all such Senior Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon In the event of any Insolvency or Liquidation Proceeding, (1) all Senior Indebtedness under or with respect to the Credit Agreement and (2) all amounts payable in respect of any other Senior Indebtedness shall first be paid in full before the holders of the Notes are entitled to receive any direct or indirect payment or distribution of any cash, property or securities (excluding Reorganization Securities) on account of principal of or interest on the Notes. (b) The holders of Senior Indebtedness or their respective Representatives shall be entitled to receive directly, for application to the payment thereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), in the following order of priority, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon securities (excluding Reorganization Securities but including any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, except Reorganization Securities, which may be payable or deliverable by reason of the Holders payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) which may be payable or deliverable in respect of the Notes if received by themin any such Insolvency or Liquidation Proceeding: first, directly so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, to the holders of such Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Debt Indebtedness held by them) or their Representatives; and, second, if and only if all Senior Indebtedness under or with respect to the Credit Agreement is paid in full, to the holders of any other Senior Indebtedness (pro rata on the basis of the respective amounts of such holdersother Senior Indebtedness held by them) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior DebtRepresentatives.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon In the event of (i) any payment insolvency or distribution of assets of the Issuer bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to their assets, or (ii) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerGuarantor, whether voluntary or involuntary and whether or in not involving insolvency or bankruptcy, insolvencyor (iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Guarantor, receivership then and in any such event specified in (i), (ii) or other proceedings, (iii) above the holders of such Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due upon on or in respect of all such Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account the Holders of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any Securities are entitled to receive payment or distribution of assets of the Issuer of and in any kind or character, whether in cash, property or securities, such event any such Guarantor to which the Holders of the Notes Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Indenture, shall be paid made by the Issuer such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of such Senior Debt (pro rata to such holders on the basis of the respective amounts amount of such Senior Debt held by such holders) or their respective representativestrustee, agent or to the trustee or trustees other representative under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until extent necessary to pay all such Senior Debt has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon in connection with any dissolution or winding-winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or such payment duly provided forcash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by the Issuer on account of the principal of or interest on the NotesSenior Subordinated Obligations, or any acquisition payment to acquire any of the Notes for cash cash, property or property is made other than conversion of securities, or any distribution with respect to the Notes into Common Shares of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any Senior Subordinated Obligations in accordance connection with Section 7.1 hereof. Upon any such dissolution, winding-winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of or the Notes Trustee on their behalf would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Article Six, shall be paid made by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar Person making such payment or distribution, distribution or by the Holders of or the Notes Trustee if received by themthem or it, directly to the holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their respective representatives, representatives or to the any trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.extent

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer Company or any Guarantor of any kind or character, whether in cash, property or securities, to the creditors of the Company or any Guarantor upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany or any Guarantor, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingssimilar proceedings relating to the Company or any Guarantor, any assignment for the benefit of creditors or any marshalling of the Company's or any Guarantor's assets and liabilities, the Senior Indebtedness Parties shall be entitled to receive indefeasible payment in full in cash of all amounts obligations due or to become due upon all in respect of such Senior Debt shall first be paid in fullIndebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment duly provided forin a manner acceptable to Senior Indebtedness Parties, before the Holder shall be entitled to receive any payment is made by or on account behalf of the Company or any Guarantor of the principal of of, Accreted Value of, or interest on the Notes(and other obligations, if any, with respect to) this Note, or any acquisition payment by the Company or any Guarantor to acquire any of the Notes this Note for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid or any distribution by the Issuer Company or by any receiverGuarantor with respect to this Note of any cash, trustee in bankruptcy, liquidating trustee, agent property or other person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debtsecurities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any distribution of the Company's assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in any proceeding under any Bankruptcy Law (each such event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Indebtedness (including all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be paid in full in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness before the Holders of the Securities are entitled to any payments or distributions of any kind or character; and (ii) any payment or distribution of the Company's assets of the Issuer of any kind or character, whether in cash, property securities or securitiesother property, to creditors upon any dissolution which would otherwise (but for these subordination provisions) be payable or winding-up or total or partial liquidation or reorganization deliverable in respect of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, Securities shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes if received by them, delivered directly to the holders of such Senior Debt Indebtedness (pro rata to or their representative or trustee) in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has Indebtedness shall have been paid in full after giving effect in cash or cash equivalents or otherwise in a manner satisfactory to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness before any payment or distribution is made to the Holders of the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due an assignment for the benefit of creditors or to become due upon all any marshaling of the Company’s assets, the holders of Senior Debt shall first be paid entitled to receive payment in full, or full in cash of all Obligations due in respect of such payment duly provided for, Senior Debt (including interest after the commencement of any proceeding at the rate specified in the applicable Senior Debt) before the Holders of the Securities shall be entitled to receive any payment is made on account by the Company of the principal of of, or premium, if any, and interest on the NotesSecurities, or any acquisition payment by the Company to acquire any of the Notes Securities for cash cash, property or securities, or any distribution with respect to the Securities of any cash, property is made or securities (except that the Holders may receive and retain Permitted Junior Securities). Before any payment (other than conversion Permitted Junior Securities) may be made by, or on behalf of, the Company of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon principal of, or premium, if any, and interest on the Securities upon any such dissolution, dissolution or winding-up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes Securities would be entitled, except but for the subordination provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Note Agreement, shall be paid made by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of the Senior Debt (pro rata to such holders as their interests may appear, on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, representatives or to the trustee agent or trustees agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until extent necessary to pay all such Senior Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, Borrower to creditors upon any dissolution dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or winding-up or total or partial liquidation or reorganization composition of the IssuerBorrower or its debts, whether voluntary or involuntary or involuntary, in any bankruptcy, insolvency, receivership arrangement, reorganization, receivership, relief or other proceedingssimilar case or proceeding under any federal or state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, in each case whether total or partial (each, a "Distribution Event"), the holders of Senior Debt will first be paid, in full, all amounts due or to become due upon all on or in respect of the Senior Debt shall first be paid in full, or such payment duly provided for, before the Lenders are entitled to receive any payment is made on account the Obligations under the Credit Documents (other than equity or subordinated securities of the principal Borrower provided for in a plan of reorganization or interest on readjustment that, in the Notescase of subordinated securities, or are subordinated in right of payment to the Senior Debt to at least the same extent as the Obligations under the Credit Documents are so subordinated ("Permitted Securities"). In the event that, notwithstanding the foregoing, any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, Lender receives any payment or distribution of assets of the Issuer Borrower of any kind or character, whether character (other than Permitted Securities) in cash, property or securities, to which the Holders connection with any such Distribution Event before all of the Notes would be entitledSenior Debt is paid in full, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making then each such payment or distribution, distribution will be held in trust and paid over or delivered forthwith by the Holders of the Notes if received by them, directly each such Lender to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, Agent for application to the payment of the Senior Debt remaining unpaid until all such unpaid, to the extent necessary to pay the Senior Debt has been paid in full after giving full. Upon any payment or distribution referred to in this Section 12.02, the Administrative Agent and the Lenders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such Distribution Event proceedings are pending; provided, that such order or decree expressly gives effect to any concurrent payment, distribution or provision therefor to or for the holders provisions of Senior Debtthis Article XII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or such payment duly provided for, Cash Equivalents before any payment or distribution is made on account of the principal of or interest any Obligations on the NotesSecurities, or any for the acquisition of any of the Notes Securities for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofor otherwise. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes Securities or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, appear for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made made, other than conversion of the Notes into Common Shares Stock in accordance with Section 7.1 5.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares Stock in accordance with Section 7.1 5.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation liquidation, dissolution, windingup, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Issuer, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofor otherwise. Upon any such dissolution, winding-upwindingup, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of or by the Notes Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, to creditors upon in connection with any dissolution or winding-winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all the holders of Senior Debt shall will first be paid entitled to receive payment in fullfull in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such payment duly provided for, proceeding) before the Holders are entitled to receive any payment is made of principal of (and premium, if any) or interest on the notes or on account of the principal of purchase or interest on the Notes, redemption or any other acquisition of the Notes for cash by the Issuer or property is made other than conversion any of its subsidiaries. In the Notes into Common Shares in accordance with Section 7.1 hereof. Upon event that notwithstanding the foregoing, the Trustee or the Holder of any such dissolution, winding-up, liquidation or reorganization, Note receives any payment or distribution of the Issuer’s assets of the Issuer of any kind or character, whether character (excluding shares of Issuer’s common stock or securities provided for in cash, property a plan reorganization or securities, readjustment which are subordinate in right of payment to which all Senior Debt to substantially the Holders of same extent as the Notes would be entitledare so subordinated) before all the Senior Debt is paid in full, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making then such payment or distribution, distribution will be required to be paid over or by the Holders of the Notes if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or delivered forthwith to the trustee in bankruptcy or trustees under any indenture pursuant to which any other Person making payment or distribution of such Senior Debt may have been issued, as their respective interests may appear, our assets for application to the payment of all Senior Debt remaining unpaid until all such unpaid, to the extent necessary to pay the Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debtfull.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all with respect to Senior Debt Indebtedness shall first be paid in full, full before the Holders of the Securities or the Trustee on behalf of such payment duly provided for, before Holders shall be entitled to receive any payment is made on account by the Company of the principal of or interest on the NotesSecurities, or any acquisition payment to acquire any of the Notes Securities for cash cash, property or securities, or any distribution with respect to the Securities of any cash, property is or securities. Before any payment may be made other than conversion by, or on behalf of, the Company of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon principal of or interest on the Securities upon any such dissolution, dissolution or winding-up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Indenture, shall be paid made by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes if received by them, directly to the holders of the Senior Debt Indebtedness (pro rata to --- ---- such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their respective representatives, representatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until extent necessary to pay all such Senior Debt has been paid Indebtedness in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or other marshaling of assets or liabilities of the Company (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted under the circumstances described under Section 5.01) (all and each of the foregoing being referred to herein individually as a "Bankruptcy Proceeding" and collectively as "Bank- ruptcy Proceedings") the holders of Senior Debt will be entitled to receive indefeasible payment and satisfaction in full in cash of all amounts due or owing on or in respect of all Senior Debt before the holders of the Securities are entitled to receive or retain any payment or distribution of any kind on account of the Securities, or for or on account of the purchase or redemption or other acquisition of Securities or on account of any Obligations under the Securities, the Registration Rights Agreement or this Indenture. In the event that, notwithstanding the foregoing, the Trustee or any holder of Securities receives any payment or distribution of assets or securities of the Issuer Company of any kind or charactercharacter or any other payment or distribution on account of the Securities, or for or on account of the purchase or redemption or other acquisition of Securities or account of any Obligations under the Securities, the Registration Rights Agreement or this Indenture, whether in cash, property or securities, to creditors upon any dissolution including, without limitation, by way of set-off or winding-up or total or partial liquidation or reorganization otherwise, in respect of the IssuerSecurities, whether voluntary or involuntary or in bankruptcy, insolvency, receivership respect of the purchase or redemption or other proceedingsacquisition of Securities, all amounts due or to become due upon in respect of any Obligations under the Securities, the Registration Rights Agreement or this Indenture before all Senior Debt shall first be is indefeasibly paid and satisfied in fullfull in cash, or then such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of will be held by the Issuer of any kind or character, whether recipient in cash, property or securities, to which the Holders of the Notes would be entitled, except trust for the provisions hereof, other than conversion benefit of the Notes into Common Shares in accordance with Section 7.1 hereof, shall holders of Senior Debt and will be immediately paid over or delivered by the Issuer Trustee or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders holders of the Notes if received by them, directly Securities to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, representative or representatives to the trustee or trustees under any indenture pursuant extent necessary to which any make payment in full in cash of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt has been paid in full unpaid, after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of Senior Debt. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Article 10 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions set forth in such Article 5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Issuer, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment duly provided forfor to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal of or interest any Obligations on the Notes, or for the acquisition of any acquisition of the Notes for cash or property is made or otherwise, other than conversion of the Notes into Common Shares payments or distributions in accordance with Section 7.1 hereofJunior Securities. Upon any such dissolution, winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, other than payments or distributions in Junior Securities, to which the Holders of the Notes under this Indenture would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereofthis Article Ten, shall be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Notes under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.