Common use of Priority and Payment Over of Proceeds in Certain Events Clause in Contracts

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guarantee Obligations on Dissolution, Liquidation or Reorganization of Such Guarantor. Upon any payment or distribution of assets or securities of the Company, as the case may be, any Guarantor of any kind or character, whether in cash, property Property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsproceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor), all Obligations with respect to Guarantor Senior Indebtedness Debt of such Guarantor shall first be indefeasibly paid in full in cash, cash or Cash Equivalent Investments (or such payment shall first be duly provided for in cash or cash equivalentsto the satisfaction of the holders of Guarantor Senior Debt), before the Holders or the Trustee on behalf of the Holders Lenders shall be entitled to receive any payment with respect to any Guarantee Obligations of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentencesuch Guarantor (other than Guarantor Junior Securities), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities (other than Guarantor Junior Securities) of the Company such Guarantor of any kind or character, whether in cash, property Property or securities, to which the Holders or the Trustee on their behalf Lenders would be entitled, entitled except for the provisions of this Article XIISection 11, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness Debt of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt of such Senior Indebtedness in full after giving effect to any concurrent payment or distribution Guarantor to the holders of such Guarantor Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIDebt.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the CompanyBorrower, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Borrower, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Holders or Subordinated Indebtedness and to that end the Trustee on behalf holders of the Holders Senior Indebtedness shall be entitled to receive any payment of principal of or interest (pro rata on the Securities basis of the respective amounts of Senior Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution of any assets to or securities. Before any provision for payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions holders of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationSenior Indebtedness), any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, in respect of the Subordinated Indebtedness. The holders of Senior Indebtedness are hereby authorized to which file an appropriate claim for and on behalf of Lender if they or any of them do not file, and there is not otherwise filed on behalf of the Holders Holders, a proper claim or proof of claim in the Trustee form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims. (b) No direct or indirect payment by or on their behalf would be entitledof Borrower of principal of (premium, except for if any), or interest on, the provisions Loan, whether pursuant to the terms of this Article XIIAgreement, upon acceleration or otherwise, shall be made by if at the Company time of such payment there exists (i) a default in the payment of all or by any receiverportion of principal of (premium, trustee in bankruptcyif any), liquidating trusteeinterest on, agent fees or other person making amounts owing in connection with any Senior Indebtedness, or (ii) any other default or event of default under any document or instrument evidencing the Senior Indebtedness as the same may be amended, modified or otherwise refinanced (and Lender has received notice thereof from the agent for or representative of the holders of a majority of the outstanding principal amount of the Senior Indebtedness (the "Representative") as provided below), and in either case such default or event of default shall not have been cured or waived in writing; PROVIDED, HOWEVER, that if within the period specified in the next sentence with respect to a default or event of default referred to in clause (ii) above, the holders of Senior Indebtedness have not declared the Senior Indebtedness to be immediately due and payable (or have declared such Senior Indebtedness to be immediately due and payable and within such period have rescinded such acceleration), then and in that event, payment of principal of, and interest on, the Loan shall be resumed. With respect to any default or event of default under clause (ii) above the period referred to in the preceding sentence shall commence upon receipt by Lender of a written notice or notices (which shall specify all defaults and events of default existing under such documents or instruments on the date of such notice and of which the Representative, whichever is giving such notice, had actual knowledge at such time) of the commencement of such period from the Representative, and shall end at the completion of the 180th day after the beginning of such period. Only one such 180 day period may commence within any 360 consecutive days. Upon termination of any such period, Borrower shall resume payments on account of the principal of (premium, if any), and interest on, the Loan, and on account of all other Subordinated Indebtedness, subject to the provisions of Sections 10.1 and 10.2 hereof. (i) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, directly Lenders shall have received any payment on account of the Subordinated Indebtedness at a time when such payment is prohibited by such provision before the Senior Indebtedness is paid in full, then and in such event, such payment or distribution shall be received and held in trust by Lender apart from its other assets and paid over or delivered to the holders of the Senior Indebtedness or their representatives remaining unpaid to the extent necessary to pay all in full in cash the principal of (premium, if any), and interest on, such Senior Indebtedness in full accordance with its terms and after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. . (ii) Nothing contained in this Article XII shall Section 10 will limit the right of the Trustee or the Holders of Securities Lender to take any action to accelerate the maturity of the Securities Subordinated Indebtedness pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 9.2 hereof. (iii) Upon any payment or distribution of assets or securities referred to in this Article XIISection 10, the Trustee and the Holders Lender shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee Lender for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the CompanyBorrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 10.

Priority and Payment Over of Proceeds in Certain Events. (a) Insolvency or Dissolution of the Borrower. Upon any payment or distribution of all or any of the assets or securities of the Company, as the case may be, Borrower of any kind or character, whether in cash, property or securities, upon any dissolution dissolution, winding up, liquidation, reorganization, arrangement, adjustment, protection, relief or winding up or total or partial liquidation or reorganization composition of the CompanyBorrower or its debts, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, arrangement, reorganization, relief or other proceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise (any such event being an "Insolvency Event"), all Senior Secured Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders Argyle shall be entitled to receive any payment of principal of or interest on the Securities or distribution Subordinated Secured Obligations. Upon the occurrence of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationInsolvency Event, any payment or distribution of assets or securities of the Company Borrower of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf Argyle would be entitled, except for the provisions of this Article XII, shall be made by the Company Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to or for application (in the holders case of cash) to or as collateral (in the case of non-cash property or securities) for the payment in full of all Senior Secured Obligations. (b) Demand for or Acceleration of Payment of Subordinated Secured Obligations. In the event that the Subordinated Secured Obligations are declared due and payable or the maturity thereof is accelerated for any reason, then and in such event, the Senior Lenders shall be entitled to receive payment equally and ratably in full of all amounts due or to become due on or in respect of the Senior Indebtedness Secured Obligations (whether or their representatives not a Default has occurred under the Senior Loan Documents or such Senior Secured Obligations are, or have been declared to be, due and payable prior to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII date on which it otherwise would have become due and payable) before Argyle shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISubordinated Secured Obligations.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitled, except for entitled relating to any Amounts Payable other than pursuant to the provisions of this Article XII5, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and any holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was deferred pursuant to Article 3 or prohibited by this Article 5, before all Senior Indebtedness shall have been paid in full before full, in cash or cash equivalents satisfactory to the Holders holders of the Senior Indebtedness, then and in such event such payments or distributions shall be received and held in trust for the holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are deferred pursuant to Article 3 or are in violation of the Company provisions of principal of or interest on the Securities. this Article 5. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 5.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, or liquidating trustee, agent or other person making any such payment or distribution, trustee delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII5.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment Subordination on Dissolution, Liquidation or distribution of assets or securities Reorganization of the Company, as . In the case may be, event of any kind insolvency or characterbankruptcy case or proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesto its assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshalling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties substantially as an entirety, upon the terms and conditions described under Article Five hereof), all Obligations with respect Senior Debt due and owing (including, in the case of Designated Senior Debt and Senior Debt under the Credit Facility, interest accruing after the commencement of any such case or proceeding at the rate specified in the instrument evidencing such Senior Debt, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Senior Indebtedness shall first Debt) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter (excluding shares of Capital Stock of the Company or securities of the Company provided for in a plan of reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) is made on account of principal of, premium, if any, or interest on, the Notes, including repurchase, purchase, redemption or other acquisition of the Notes. Before any payment may be made by the Company of the principal of of, premium, if any, or interest on the Securities pursuant to the provisions of the previous sentenceNotes, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt of the Company or their representatives any Senior Representatives thereof to the extent necessary to pay all such Senior Indebtedness Debt in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIDebt.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company Corporation (not previously made in proper and full compliance with the terms of any kind or characterthis Note), whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and the holders of the Senior Indebtedness give notice of such event to the Corporation and the Holder (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period, or (4) June 30, 2003. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to any Amounts Payable until after June 30, 2003. For purposes of clause (x) of the first sentence of this Section 6.2(b), (A) no default in the payment of the principal portion of the Senior Indebtedness shall be due considered to have occurred so long as principal payments in at least the amounts set forth in Exhibit A have occurred (and such amounts have not been reborrowed by the Corporation); and (B) any payments of principal on the Senior Indebtedness shall first be considered payments of the principal amounts set forth in Exhibit A in the order of maturity. (c) If, notwithstanding the foregoing provisions of Section 6 prohibiting payments or distributions, the Holder shall have received any payment of, or on account of, any Amounts Payable that was prohibited by this Section 6, before all Senior Indebtedness shall have been paid in full before full, then and in such event such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness, provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are in violation of the Company provisions of principal of or interest on the Securities. this Section 6. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 6.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 6.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives Representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. (b) No direct or indirect payment by or on behalf of the Company of principal of or interest on the securities whether pursuant to the terms of the securities or upon acceleration or otherwise shall be made if, at the time of such payment, (i) there exists a default in the payment of any Obligations with respect to Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $40 million or the maturity of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $40 million has been accelerated or (ii) any judicial proceeding shall be pending with respect to a default on Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $40 million (and the trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $40 million. If payments with respect to both the securities and Senior Indebtedness become due on the same day, then all Obligations with respect to such Senior Indebtedness due on that date shall first be paid in full before any payment is made with respect to the securities. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, the trustee or any Holder shall have received any payment on account of the principal of or interest on the securities at a time when such payment is prohibited by this Section 10.02 and before all Obligations with respect to Senior Indebtedness are paid in full, then, and in such event (subject to the provisions of Section 10.08), such payment or distribution shall be received and held in trust for the holders of Senior Indebtedness and, upon notice to the trustee from the Representative of the holders of the Senior Indebtedness and pursuant to the directions of such Representative, shall be paid over or delivered to the holders of the Senior Indebtedness remaining unpaid to the extent necessary to pay in full in cash or cash equivalents all Obligations with respect to such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If there occurs an event referred to in Section 10.02(a) or (b), the Company shall promptly give the trustee an Officers' Certificate (on which the trustee may conclusively rely) identifying all holders of Senior Indebtedness and the principal amount of Senior Indebtedness then outstanding held by each such holder and stating the reasons why such Officers' Certificate is being delivered to the trustee. Nothing contained in this Article XII X shall limit the right of the Trustee trustee or the Holders of Securities securities to take any action to accelerate the maturity of the Securities securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee trustee are entitled to receive any payment from the Company of principal of or interest on the Securitiessecurities. 43 Upon any payment or distribution of assets or securities referred to in this Article XIIX, the Trustee trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.X.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guarantee Obligations on Dissolution, Liquidation or --------------------------------------------------------------------- Reorganization of Such Guarantor. Upon any payment or distribution of assets or -------------------------------- securities of the Company, as the case may be, any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsproceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor), all Obligations with respect to Guarantor Senior Indebtedness of such Guarantor (including. any interest accruing subsequent to an event specified in Section 7.6 or 7.7 whether or not such interest is an allowed claim enforceable against such Guarantor) shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsCash Equivalents, before the Holders or the Trustee on behalf of the Holders Lenders shall be entitled to receive any payment with respect to any Guarantee Obligations of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf Lenders would be entitled, entitled except for the provisions of this Article XII, Section 11 shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor or their representatives to the extent necessary to pay all such of the Guarantor Senior Indebtedness in full after giving effect to any concurrent payment or distribution of such Guarantor to the holders of such Guarantor Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and the holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was prohibited by this Section 6, before all Senior Indebtedness shall have been paid in full before full, then and in such event such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the Trustee are entitled holders of the Senior Indebtedness remaining unpaid thereof to receive the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any payment from the Company of principal of or interest on the Securities. Upon any concurrent payment or distribution to the holder of assets or securities referred to in this Article XIIsuch Senior Indebtedness; provided, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making that any such payment which is, for any reason, not so paid over or distribution, delivered to shall be held in trust by the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness and remains outstanding, or the commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other Indebtedness payment of any Amounts Payable in amounts or in a manner which are in violation of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to provisions of this Article XIISection 6.

Priority and Payment Over of Proceeds in Certain Events. (ai) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterMaker, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangements, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyMaker, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or any part of the assets and liabilities of the Maker (the foregoing events herein collectively referred to as an "INSOLVENCY EVENT"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or characterMaker, whether in cash, property property, securities, or securitiesotherwise, relating to any Amount Payable. Upon any Insolvency Event, any payment otherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amount Payable, except for the provisions of this Article XIISection 2, shall be made by the Company Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay all such payment or prepayment of the Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such the Senior Indebtedness. Nothing contained . ii) If there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness (the occurrence of which the Maker hereby agrees to give the Holder prompt notice), unless and until such default shall limit have been cured or waived, the right of the Trustee Maker shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amount Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise. iii) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall have received any payment of, or on account of, any Amount Payable that was prohibited by this Section 2, before all Senior Indebtedness then or thereafter due or declared to be due shall first be have been paid in full before full, then any such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the Trustee are entitled holders of the Senior Indebtedness remaining unpaid thereof to receive the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any prior or substantially concurrent payment from or distribution to the Company holders of principal all Senior Indebtedness; provided, that any such payment that is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of or interest on the Securities. Senior Indebtedness. iv) Upon any payment or distribution of assets or securities referred to in this Article XIISection 2(b)(i), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness indebtedness of the CompanyMaker, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 2.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, Corporation whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalents, equivalents in a manner satisfactory to the holders of Senior Indebtedness; before the Holders or the Trustee on behalf of the Holders Note Holders' Agent shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Note Holderst Agent would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and the holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was prohibited by this Section 6, before all Senior Indebtedness shall have been paid in full before full, then and in such event such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are in violation of the Company provisions of principal of or interest on the Securities. this Section 6. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 6.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 6.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives Representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. (b) No direct or indirect payment by or on behalf of the Company of principal of or interest on the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, (i) there exists a default in the payment of any Obligations with respect to Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $20 million or the maturity of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $20 million has been accelerated or (ii) any judicial proceeding shall be pending with respect to a default on Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $20 million (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $20 milllion. If payments with respect to both the Securities and Senior Indebtedness become due on the same day, then all Obligations with respect to such Senior Indebtedness due on that date shall first be paid in full before any payment is made with respect to the Securities. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, the Trustee or any Holder shall have received any payment on account of the principal of or interest on the Securities at a time when such payment is prohibited by this Section 10.02 and before all Obligations with respect to Senior Indebtedness are paid in full, then, and in such event (subject to the provisions of Section 10.08), such payment or distribution shall be received and held in trust for the holders of Senior Indebtedness and, upon notice to the Trustee from the Representative of the holders of the Senior Indebtedness and pursuant to the directions of such Representative, shall be paid over or delivered to the holders of the Senior Indebtedness remaining unpaid to the extent necessary to pay in full in cash or cash equivalents all Obligations with respect to such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If there occurs an event referred to in Section 10.02(a) or (b), the Company shall promptly give the Trustee an Officers' Certificate (on which the Trustee may conclusively rely) identifying all holders of Senior Indebtedness and the principal amount of Senior Indebtedness then outstanding held by each such holder and stating the reasons why such Officers' Certificate is being delivered to the Trustee. Nothing contained in this Article XII X shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 43 Upon any payment or distribution of assets or securities referred to in this Article XIIX, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.X.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 5, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and the holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was prohibited by this Section 5, before all Senior Indebtedness shall have been paid in full before full, then and in such event such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are in violation of the Company provisions of principal of or interest on the Securities. this Section 5. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 5.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, or liquidating trustee, agent or other person making any such payment or distribution, trustee delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 5.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitled, except for entitled relating to any Amounts Payable other than pursuant to the provisions of this Article XII5, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow any holders of Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and any holders of Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was prohibited by this Article 5, before all Senior Indebtedness shall have been paid in full before full, in cash or cash equivalents satisfactory to the Holders holders of the Senior Indebtedness, then and in such event such payments or distributions shall be received and held in trust for the holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are in violation of the Company provisions of principal of or interest on the Securities. this Article 5. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 5.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, or liquidating trustee, agent or other person making any such payment or distribution, trustee delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII5.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of SUBORDINATION ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE COMPANY. In the Company, as the case may be, event of any kind insolvency or characterbankruptcy case proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesits assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshaling of assets or liabilities of the Company except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the sale, assignment, transfer, lease or other disposition of all or substantially all of its assets in one or more related transactions, upon the terms and conditions described under Article V hereof to the extent permitted under the terms of outstanding Senior Indebtedness), all Obligations with respect to Senior Indebtedness shall first due and owing (including, in the case of Designated Senior Indebtedness, interest and consignment fees accruing after the commencement of any such proceeding at the rate specified in the instrument evidencing the applicable Designated Senior Indebtedness, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Designated Senior Indebtedness) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, Cash Equivalents before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter is made on account of the Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest and Liquidated Damages (if any) on, the Notes). Before any payment may be made by the Company on account of the principal of or Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest on and Liquidated Damages (if any) on, the Securities pursuant to the provisions of the previous sentenceNotes), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness of the Company or their representatives any Senior Representatives thereof to the extent necessary to pay all such Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, in the event of any dissolution, winding upon any dissolution or winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmount Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would otherwise be entitledentitled relating to any Amount Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amount Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter due otherwise demand the payment thereof, and the holders of the Senior Indebtedness give notice of such event to the Corporation and the Holder (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or declared with respect to any Amount Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any Blockage Period, the Holder shall not be due entitled, and will not take any action, including any judicial process, to accelerate, demand payment or enforce any Indebtedness in respect of this Note or any other claim with regard to any Amount Payable. For purposes of clause (x) of the first sentence of this Section 6.2(b), (A) no default in the payment of the principal portion of the Senior Indebtedness shall first be considered to have occurred so long as principal payments in at least the amounts set forth in Exhibit A have occurred (and such amounts have not been reborrowed by the Corporation) and (B) any payments of principal on the Senior Indebtedness shall be considered payments of the principal amounts set forth in Exhibit A in the order of maturity. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall have received any payment of, or on account of, any Amount Payable that was prohibited by this Section 6, before all Senior Indebtedness shall have been paid in full before full, then and in such event such payments or distributions shall be received and held in trust for the Holders holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over to delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amount Payable in amounts or in a manner which are in violation of the Company provisions of principal of or interest on the Securities. this Section 6. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 6.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 6.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment by or on behalf of the Company or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Company (the foregoing events herein collectively referred to as an “Insolvency Event”), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment by or on behalf of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company relating to any Amounts Payable. Upon any Insolvency Event, any payment by or on behalf of any kind the Company or characterdistribution of assets of the Company, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 5, shall shall, until payment in full in cash of all Senior Indebtedness (including from any concurrent payment or distribution to the holders of such Senior Indebtedness), be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the payment or prepayment of all such Senior Indebtedness. If the Senior Indebtedness has not been paid in full in cash at a time in which the Company is subject to an Insolvency Event, (i) the holders of the Senior Indebtedness are hereby irrevocably authorized, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution received on or after the Insolvency Event or to be received in respect of this Note (regardless of when originally due) in any insolvency proceeding and give acquittance therefor and to file claims and proofs of claim, as their interests may appear, and (ii) the Holder shall duly and promptly take, for the account of the holders of the Senior Indebtedness, as their interests may appear, such actions as the holders of the Senior Indebtedness may request to collect and receive all amounts payable by the Company in respect of this Note and to file appropriate claims or proofs of claim in respect of this Note. (b) No payment shall be made by or on behalf of the Company with respect to any Amounts Payable or to acquire this Note (or any portion hereof) for cash, property, securities or otherwise, and, by virtue of accepting this Note and the benefits hereof, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or enforce any Indebtedness in respect of this Note or any other claim with regard to any Amounts Payable if (i) such payment is prohibited by the terms of any Senior Indebtedness, (ii) there has occurred and is continuing a default in the payment of all or any portion of any Senior Indebtedness, it being understood that for purposes of this clause (ii), any payment of interest accrued on any Senior Indebtedness which is paid, in lieu of cash, with the issuance of a payment-in-kind obligation, shall be deemed to continue to be unpaid until such payment-in-kind obligation (and all interest accrued thereon) shall have been paid in full or (iii) any other default (not involving the non-payment of any Senior Indebtedness) shall have occurred which, including after giving any notice or the passage of time, or both, would allow holders of any Senior Indebtedness to accelerate or otherwise demand the payment thereof, and in the case of a default described in clause (iii), the holders of the Senior Indebtedness have, to the extent required under the documents evidencing the Senior Indebtedness given notice of such default to the Company (the date that such notice is received by the Company is the “Notice Date”); provided that such restrictions on actions, including judicial process, to accelerate, demand payment or enforce any such Indebtedness on claim will cease to be applicable twenty-four (24) months after the occurrence and continuation of an Event of Default of the types referred to in Section 4.1(a) or (b). The Company shall promptly give written notice to the Holder of any written notice of default under the Senior Indebtedness. (c) In the event of all or any portion of the principal amount of this Note becoming due before the Maturity Date (whether by declaration or otherwise), no payment shall be made by or on behalf of the Company on or with respect to any Amounts Payable or to acquire this Note (or any portion thereof) for cash, property, securities or otherwise until all Senior Indebtedness shall first have been paid in full in cash. (d) If, notwithstanding the foregoing provisions of clauses (a) through (c) prohibiting payments or distributions, the Holder shall, on or after the Notice Date or the occurrence of any Insolvency Event, have received, directly or indirectly, by setoff, redemption, purchase or in any other manner, any payment of, or on account of, any Amounts Payable that was prohibited by this Section 5, before all Senior Indebtedness shall have been paid in full in cash, then and in such event such payments or distributions shall be received and held in trust for the holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid to the extent necessary to pay all in full in cash such Senior Indebtedness in full accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained , provided that any such payment which is, for any reason, not so paid over or delivered shall be held in this Article XII trust by the Holder for the holders of Senior Indebtedness. (e) So long as any Senior Indebtedness remains outstanding, or the commitment to make credit extensions of any Senior Indebtedness shall limit not have been terminated, the right Holder will not be entitled to take, demand or receive, directly or indirectly, by setoff, redemption, purchase or in any other manner, any voluntary prepayment or other payment of any Amounts Payable in amounts or in a manner which are in violation of the Trustee or the Holders provisions of Securities to take any action to accelerate the maturity of the Securities pursuant to this Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 5. (f) Upon any payment or distribution of assets or securities referred to in this Article XIIclause (a) above, the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 5.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment by or on behalf of the Company or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangements, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or part of the assets and liabilities of the Company (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment by or on behalf of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company relating to any Amounts Payable. Upon any Insolvency Event, any payment by or on behalf of any kind the Company or characterdistribution of assets of the Company, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 5, shall shall, until payment in full in cash of all Senior Indebtedness (including from any concurrent payment or distribution to the holders of such Senior Indebtedness), be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the payment or prepayment of all such Senior Indebtedness. If the Senior Indebtedness has not been paid in full in cash at a time in which the Company is subject to an Insolvency Event, (a) the holders of the Senior Indebtedness are hereby irrevocably authorized, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution received on or after the Insolvency Event or to be received in respect of this Note (regardless of when originally due) in any such Insolvency Proceeding and give acquittance therefor and to file claims and proofs of claim, as their interests may appear, and (b) the Holder shall duly and promptly take, for the account of the holders of the Senior Indebtedness, as their interests may appear, such actions as the holders of the Senior Indebtedness may request to collect and receive all amounts payable by the Company in respect of this Note and to file appropriate claims or proofs of claim in respect of this Note. (b) No payment shall be made by or on behalf of the Company with respect to any Amounts Payable or to acquire this Note (or any portion hereof) for cash, property, securities or otherwise, and, by virtue of accepting this Note and the benefits hereof, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or enforce any Indebtedness in respect of this Note or any other claim with regard to any Amounts Payable if (i) such payment is prohibited by the terms of any Senior Indebtedness, or (ii) there has occurred and is continuing a default in the payment of all or any portion of any Senior Indebtedness, or (iii) any other default (not involving the non-payment of any Senior Indebtedness) shall have occurred which, including after giving any notice or the passage of time, or both, would allow holders of any Senior Indebtedness to accelerate or otherwise demand the payment thereof, and in the case of a default described in clause (iii), the holders of the Senior Indebtedness have given notice of such default to the Company (the date that such notice is received by the Company is the "Notice Date"); provided that such restrictions on actions, including judicial process, to accelerate, demand payment or enforce any such Indebtedness on claim will cease to be applicable six months after the occurrence and continuation of an Event of Default of the types referred to in Section 4(a) or (b). The Company shall promptly give written notice to the Holder of any written notice of default under the Senior Indebtedness. (c) In the event of all or any portion of the principal amount of this Note becoming due before the Maturity Date (whether by declaration or otherwise), no payment shall be made by or on behalf of the Company on or with respect to any Amounts Payable or to acquire this Note (or any portion thereof) for cash, property, securities or otherwise until all Senior Indebtedness shall first have been paid in full in cash. (d) If, notwithstanding the foregoing provisions of clauses (a) through (c) prohibiting payments or distributions, the Holder shall, on or after the Notice Date or the occurrence of any Insolvency Event, have received, directly or indirectly, by setoff, redemption, purchase or in any other manner, any payment of, or on account of, any Amounts Payable that was prohibited by this Section 5, before all Senior Indebtedness shall have been paid in full in cash, then and in such event such payments or distributions shall be received and held in trust for the holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid to the extent necessary to pay all in full in cash such Senior Indebtedness in full accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained , PROVIDED that any such payment which is, for any reason, not so paid over or delivered shall be held in this Article XII trust by the Holder for the holders of Senior Indebtedness. (e) So long as any Senior Indebtedness remains outstanding, or the commitment to make credit extensions of any Senior Indebtedness shall limit not have been terminated, the right Holder will not be entitled to take, demand or receive, directly or indirectly, by setoff, redemption, purchase or in any other manner, any voluntary prepayment or other payment of any Amounts Payable in amounts or in a manner which are in violation of the Trustee or the Holders provisions of Securities to take any action to accelerate the maturity of the Securities pursuant to this Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 5. (f) Upon any payment or distribution of assets or securities referred to in this Article XIIclause (a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributiondistribution of assets, delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 5.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to amounts payable under Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of premium, if any, or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of of, and premium, if any, or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII9, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives or to the trustee under any indenture under which the Senior Indebtedness may have been issued to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness except that the Securityholders would be entitled to receive securities that are subordinated to Senior Indebtedness to at least the same extent as the Securities. (b) No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on the Securities whether pursuant to the terms of the Securities or upon acceleration of otherwise shall be made and no Securities may be acquired by the Company for cash or property if at the time of such payment or acquisition there exists a default in the payment of all or any portion of principal of, premium, if any, or interest on any Senior Indebtedness when due and payable, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, the Trustee or any Holder shall have received any payment on account of the principal of, premium, if any, or interest on the Securities (other than as permitted by paragraphs (a) and (b) of this Section 9.2) at a time when such payment is prohibited by this Section 9.2 and before the principal or, premium, if any, and interest on Senior Indebtedness is paid in full or provision made for such payment then and in such event (subject to the provisions of Section 9.8) such payment or distribution shall be received and held in trust for the holders of Senior Indebtedness and, upon written notice delivered within 30 days after such payment was received by the Trustee, shall be paid over to the holders of such Senior Indebtedness or the representative of the holders of such Senior Indebtedness and pursuant to the directions of such representatives, shall be paid over or delivered to the holders of the Senior Indebtedness remaining unpaid, but only to the extent necessary to pay in full in cash or cash equivalents the principal of, and premium, if any, and interest on such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII 9 shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 5.2 or to pursue any rights or remedies hereunder; provided that all Obligations with respect hereunder or otherwise permitted by applicable law, subject to the rights under paragraphs (a), (b) and (c) above of holders of Senior Indebtedness then to receive cash, property or thereafter due securities otherwise payable or declared deliverable to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII9, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person (excluding the Company) making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII9.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives Representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right . (b) No direct or indirect payment by or on behalf of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, (i) there exists a default in the payment of any payment Obligations with respect to Senior Indebtedness or distribution the maturity of assets such Senior Indebtedness has been accelerated or securities referred (ii) any judicial proceeding shall be pending with respect to in this Article XII, a default on Senior Indebtedness (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the Holders shall be entitled to rely upon any order benefits of this sentence waived by or decree on behalf of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of such Senior Indebtedness and Indebtedness. In addition, during the continuance of any other Indebtedness event of default with respect to (i) the Company, Senior Credit Agreements pursuant to which the amount maturity thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.may be

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitled, except for entitled relating to any Amounts Payable other than pursuant to the provisions of this Article XIIV, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (x) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (y) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the giving of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter otherwise demand the payment thereof, and any holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and ending on the earlier of (1) one year after the Notice Date if at the end of such one year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (2) the date such event is cured or waived to the satisfaction of the holders of the Senior Indebtedness, or (3) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or declared enforce any Indebtedness in respect of this Note or any other claim with regard to be due any Amounts Payable. (c) If, notwithstanding the foregoing provisions prohibiting payments or distributions, the Holder shall first be have received any payment of, or on account of, any Amounts Payable that was deferred pursuant to Article III or prohibited by this Article V, before all Senior Indebtedness shall have been paid in full before full, in cash or cash equivalents satisfactory to the Holders holders of the Senior Indebtedness, then and in such event such payments or distributions shall be received and held in trust for the holders of the Senior Indebtedness and promptly paid over or delivered to the holders of the Senior Indebtedness remaining unpaid thereof to the extent necessary to pay in full, in cash or cash equivalents satisfactory to the holders of the Senior Indebtedness, such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holder of such Senior Indebtedness; provided, that any such payment which is, for any reason, not so paid over or delivered shall be held in trust by the Holder for the holders of Senior Indebtedness. (d) So long as any Senior Indebtedness remains outstanding, or the Trustee are commitment to make credit extensions of said Senior Indebtedness shall not have been terminated, the Holder will not be entitled to receive take, demand, or receive, directly or indirectly, by setoff, redemption, purchase or in any manner, any voluntary prepayment or other payment from of any Amounts Payable in amounts or in a manner which are deferred pursuant to Article III or are in violation of the Company provisions of principal of or interest on the Securities. this Article V. (e) Upon any payment or distribution of assets or securities referred to in this Article XIISection 5.2(a), the Trustee and the Holders Holder shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, or liquidating trustee, agent or other person making any such payment or distribution, trustee delivered to the Trustee Holder for the purpose of ascertaining the persons entitled to participate in such distributiondistribution of assets, the holders of Senior Indebtedness and other Indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.V.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. (b) No direct or indirect payment by or on behalf of the Company of principal of or interest on the Securities whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the time of such payment, (i) there exists a default in the payment of any Obligations with respect to Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $50 million or the maturity of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $50 million has been accelerated or (ii) any judicial proceeding shall be pending with respect to a default on Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $50 million (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness with a lending commitment or an aggregate principal amount outstanding in excess of $50 million. If payments with respect to both the Securities and Senior Indebtedness become due on the same day, then all Obligations with respect to such Senior Indebtedness due on that date shall first be paid in full before any payment is made with respect to the Securities. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, the Trustee or any Holder shall have received any payment on account of the principal of or interest on the Securities at a time when such payment is prohibited by this Section 10.02 and before all Obligations with respect to Senior Indebtedness are paid in full, then, and in such event (subject to the provisions of Section 10.08), such payment or distribution shall be received and held in trust for the holders of Senior Indebtedness and, upon notice to the Trustee from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, shall be paid over or delivered to the holders of the Senior Indebtedness remaining unpaid to the extent necessary to pay in full in cash or cash equivalents all Obligations with respect to such Senior Indebtedness in accordance with its terms after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If there occurs an event referred to in Section 10.02(a) or (b), the Company shall promptly give the Trustee an Officers’ Certificate (on which the Trustee may conclusively rely) identifying all holders of Senior Indebtedness and the principal amount of Senior Indebtedness then outstanding held by each such holder and stating the reasons why such Officers’ Certificate is being delivered to the Trustee. Nothing contained in this Article XII X shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XIIX, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.X.

Priority and Payment Over of Proceeds in Certain Events. (a1) Upon any payment or distribution of assets or securities of the Company, as the case may be, Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the CompanyBorrower, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of Borrower, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Holders or Subordinated Indebtedness and to that end the Trustee on behalf holders of the Holders Senior Indebtedness shall be entitled to receive any payment of principal of or interest (pro rata on the Securities basis of the respective amounts of Senior Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution of any assets to or securities. Before any provision for payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions holders of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationSenior Indebtedness), any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, in respect of the Subordinated Indebtedness. The holders of Senior Indebtedness are hereby authorized to which file an appropriate claim for and on behalf of Lender if it does not file, and there is not otherwise filed on behalf of the Holders Lender, a proper claim or proof of claim in the Trustee form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims. (2) No direct or indirect payment by or on their behalf would be entitledof Borrower of principal of (premium, except for if any), or interest on, the provisions Loan, whether pursuant to the terms of this Article XIIAgreement, upon acceleration or otherwise, shall be made by if at the Company time of such payment there exists (i) a default in the payment of all or by any receiverportion of principal of (premium, trustee in bankruptcyif any), liquidating trusteeinterest on, agent fees or other person making amounts owing in connection with any Senior Indebtedness, or (ii) any other default or event of default under any document or instrument evidencing the Senior Indebtedness as the same may be amended, modified or otherwise refinanced (and Lender has received notice thereof from the agent for or representative of the holders of a majority of the outstanding principal amount of the Senior Indebtedness (the "Representative") as provided below), and in either case such default or event of default shall not have been cured or waived in writing; provided, however, that if within the period specified in the next sentence with respect to a default or event of default referred to in clause (ii) above, the holders of Senior Indebtedness have not declared the Senior Indebtedness to be immediately due and payable (or have declared such Senior Indebtedness to be immediately due and payable and within such period have rescinded such acceleration), then and in that event, payment of principal of, and interest on, the Loan shall be resumed. With respect to any default or event of default under clause (ii) above the period referred to in the preceding sentence shall commence upon receipt by Lender of a written notice or notices (which shall specify all defaults and events of default existing under such documents or instruments on the date of such notice and of which the Representative, whichever is giving such notice, had actual knowledge at such time) of the commencement of such period from the Representative, and shall end at the completion of the 180th day after the beginning of such period. Only one such 180 day period may commence within any 360 consecutive days. Upon termination of any such period, Borrower shall resume payments on account of the principal of (premium, if any), and interest on, the Loan, and on account of all other Subordinated Indebtedness, subject to the provisions of Sections 10.1 and 10.2 hereof. (1) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, directly Lender shall have received any payment on account of the Subordinated Indebtedness at a time when such payment is prohibited by such provision before the Senior Indebtedness is paid in full, then and in such event, such payment or distribution shall be received and held in trust by Lender apart from its other assets and paid over or delivered to the holders of the Senior Indebtedness or their representatives remaining unpaid to the extent necessary to pay all in full in cash the principal of (premium, if any), and interest on, such Senior Indebtedness in full accordance with its terms and after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. . (2) Nothing contained in this Article XII shall Section 10 will limit the right of the Trustee or the Holders of Securities Lender to take any action to accelerate the maturity of the Securities Subordinated Indebtedness pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 9.2 hereof. (3) Upon any payment or distribution of assets or securities referred to in this Article XIISection 10, the Trustee and the Holders Lender shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee Lender for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the CompanyBorrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 10.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guarantee Obligations on Dissolution, Liquidation ------------------------------------------------------------------ or Reorganization of Such Guarantor. Upon any payment or distribution of assets ----------------------------------- or securities of the Company, as the case may be, any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsproceedings (other than a liquidation or dissolution of such Guarantor into the Borrower or another Guarantor), all Obligations with respect to Guarantor Senior Indebtedness of such Guarantor (including any interest accruing subsequent to an event specified in SECTION 7.6 or 7.7 whether or not such interest is an allowed claim enforceable against such Guarantor) shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsCash Equivalents, before the Holders or the Trustee on behalf of the Holders Lenders shall be entitled to receive any payment of principal of or interest on the Securities or distribution with respect to any Guarantee Obligations of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf Lenders would be entitled, entitled except for the provisions of this Article XII, SECTION 11 shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor or their representatives to the extent necessary to pay all such of the Guarantor Senior Indebtedness of such Guarantor in full after giving effect and in cash or Cash Equivalents to the holders of such Guarantor Senior Indebtedness. (b) Subordination of Guarantee Obligations on Default on Senior ----------------------------------------------------------- Indebtedness. Upon the maturity of any concurrent Senior Indebtedness of a Guarantor by ------------ lapse of time, acceleration or otherwise, all Senior Indebtedness of such Guarantor then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment or distribution is made by such Guarantor or any Person acting on behalf of such Guarantor with respect to the Guarantee Obligations of such Guarantor. No direct or indirect payment or distribution by any Guarantor or any Person acting on behalf of such Guarantor of or in respect of any Guarantee Obligations of such Guarantor whether pursuant to the terms of the Loans or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of such Guarantor and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit In addition, during the right continuation of any Non-Payment Default, upon the receipt by the Agent of written notice from the agent or representative of the Trustee holders of such Senior Indebtedness, no such payment may be made by such Guarantor under its Guarantee for a period ("Guarantor Payment Blockage Period") commencing on the date of receipt of such notice and ending 179 days after receipt of such written notice by the Agent (unless such Guarantor Payment Blockage Period shall be terminated by written notice to the Agent from such agent), as the case may be (provided such Guarantor Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations successive Guarantor Payment Blockage Periods with respect to the same payment on such Guarantee extend beyond 179 days from the date the payment on such Guarantee was due and (y) there must be 180 consecutive days in any 365-day period during which no Guarantor Payment Blockage Period is in effect. For all purposes of this SECTION 11.2(B), no Non-Payment Default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Senior Indebtedness then initiating such Guarantor Payment Blockage Period shall be, or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XIImade, the Trustee and basis for the Holders shall be entitled to rely upon any order or decree -130- commencement of a court of competent jurisdiction in which such dissolution, winding up, liquidation second Guarantor Payment Blockage Period by the holders or reorganization proceedings are pending and upon a certificate of by the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any representative of such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness whether or not within a period of the Company365 consecutive days, the amount thereof unless such Non-Payment Default shall have been cured or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIwaived for a period of not less than 90 consecutive days.

Priority and Payment Over of Proceeds in Certain Events. (a) SUBORDINATION ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY. Upon any payment or distribution of assets or securities of the Company, as the case may be, Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Company, all Obligations with respect to Senior Indebtedness Debt shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Holders or Note and to that end the Trustee on behalf holders of the Holders Senior Debt shall be entitled to receive any payment of principal of or interest (pro rata on the Securities basis of the respective amounts of Senior Debt held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution of any assets to or securities. Before any provision for payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions holders of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationSenior Debt), any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which in respect of the Holders or the Trustee on their behalf would be entitledSubordinated Debt, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to that the holders of the Senior Indebtedness Note may receive and retain equity securities of Company or their representatives debt securities of Company (or any Subsidiary of Company party to the Guaranty Agreement) that are subordinated to Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent necessary as, or to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution a greater extent than, the Note and the obligations of each Subsidiary under the Guaranty Agreement are subordinated to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Debt pursuant to this Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities8. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the The holders of Senior Indebtedness Debt are hereby authorized to file an appropriate claim for and other Indebtedness on behalf of the CompanyHolders if they or any of them do not file, and there is not otherwise filed on behalf of the amount thereof Holders, a proper claim or payable thereon, proof of claim in the amount form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIclaims.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the CompanyBorrower, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Borrower, all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set- off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Holders or Subordinated Notes and to that end the Trustee on behalf holders of the Holders Senior Indebtedness shall be entitled to receive any payment of principal of or interest (pro rata on the Securities basis of the respective amounts of Senior Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution of any assets to or securities. Before any provision for payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions holders of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationSenior Indebtedness), any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, in respect of the Subordinated Indebtedness. The holders of Senior Indebtedness are hereby authorized to which file an appropriate claim for and on behalf of Lender if they or any of them do not file, and there is not otherwise filed on behalf of the Holders Holders, a proper claim or proof of claim in the Trustee form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims. (b) No direct or indirect payment by or on their behalf would be entitledof Borrower of principal of (premium, except for if any), or interest on, the provisions Loan, whether pursuant to the terms of this Article XIIAgreement, upon acceleration or otherwise, shall be made by if at the Company time of such payment there exists (i) a default in the payment of all or by any receiverportion of principal of (premium, trustee in bankruptcyif any), liquidating trusteeinterest on, agent fees or other person making amounts owing in connection with any Senior Indebtedness, or (ii) any other default or event of default under any document or instrument evidencing the Senior Indebtedness as the same may be amended, modified or otherwise refinanced (and Lender has received notice thereof from the agent for or representative of the holders of a majority of the outstanding principal amount of the Senior Indebtedness (the "Representative") as provided below), and in either case such default or event of default shall not have been cured or waived in writing; provided, however, that if within the period specified in the next sentence with respect to a default or event of default referred to in clause (ii) above, the holders of Senior Indebtedness have not declared the Senior Indebtedness to be immediately due and payable (or have declared such Senior Indebtedness to be immediately due and payable and within such period have rescinded such acceleration), then and in that event, payment of principal of, and interest on, the Loan shall be resumed. With respect to any default or event of default under clause (ii) above the period referred to in the preceding sentence shall commence upon receipt by Lender of a written notice or notices (which shall specify all defaults and events of default existing under such documents or instruments on the date of such notice and of which the Representative, whichever is giving such notice, had actual knowledge at such time) of the commencement of such period from the Representative, and shall end at the completion of the 180th day after the beginning of such period. Only one such 180 day period may commence within any 360 consecutive days. Upon termination of any such period, Borrower shall resume payments on account of the principal of (premium, if any), and interest on, the Loan, and on account of all other Subordinated Indebtedness, subject to the provisions of Sections 10.1 and 10.2 hereof. (i) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, directly Lenders shall have received any payment on account of the Subordinated Indebtedness at a time when such payment is prohibited by such provision before the Senior Indebtedness is paid in full, then and in such event, such payment or distribution shall be received and held in trust by Lender apart from its other assets and paid over or delivered to the holders of the Senior Indebtedness or their representatives remaining unpaid to the extent necessary to pay all in full in cash the principal of (premium, if any), and interest on, such Senior Indebtedness in full accordance with its terms and after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. . (ii) Nothing contained in this Article XII shall Section 10 will limit the right of the Trustee or the Holders of Securities Lender to take any action to accelerate the maturity of the Securities Subordinated Indebtedness pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. 9.2 hereof. (iii) Upon any payment or distribution of assets or securities referred to in this Article XIISection 10, the Trustee and the Holders Lender shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee Lender for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the CompanyBorrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIISection 10.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first First be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 6, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained . (b) If (i) there has occurred and is continuing a default in this Article XII the payment of all or any portion of any Senior Indebtedness, unless and until such default shall limit have been cured or waived, the right of the Trustee Corporation shall not make any payment on or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to any Amounts Payable or acquire this Note (or any portion thereof) for cash, property, securities or otherwise; or (ii) an event (not involving the non-payment of any Senior Indebtedness) shall have occurred or, with the (living of notice, or passage of time, or both, would occur, that would allow holders of any Senior Indebtedness then to accelerate or thereafter due or declared to be due shall first be paid in full before otherwise demand the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XIIthereof, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness give notice of such event to the Corporation (the date that such notice is received by the Corporation is the "Notice Date"), the Corporation shall not make any payment on or with respect to any Amounts Payable or acquire this Note (or any portion hereof) for cash, property, securities or otherwise during the period (the "Blockage Period") commencing on the Notice Date and other ending on the earlier of (A) two years after the Notice Date if at the end of such two year period such event is not the subject of judicial proceedings and such Senior Indebtedness shall not have been accelerated, (B) the date such event is cured or waived to the satisfaction of the Companyholders of the Senior Indebtedness, or (C) the date the holders of such Senior Indebtedness shall have given notice to the Corporation of the voluntary termination of the Blockage Period. By virtue of accepting this Note and the benefits hereof, during any time period during which payment of any part of Amounts Payable due under this Note is prohibited by any of the terms of this Note, the amount thereof Holder shall not be entitled, and will not take any action, including any judicial process, to accelerate, demand payment or payable thereonenforce any Indebtedness in respect of this Note or any other claim with regard to any Amounts Payable. For purposes of clause (1) of the first sentence of this Section 6.2(b), (1) no default in the amount or payment of the principal portion of Senior Indebtedness which is held by any Affiliate of the Corporation shall be deemed to have occurred so long as principal payments in at least the amounts paid or distributed thereon set forth in Exhibit A have occurred (and all other facts pertinent thereto or such amounts have not been reborrowed by the Corporation and such amounts do not need to this Article XII.be reborrowed to make a payment of any Amounts Payable hereunder); and