Common use of Priority of Senior Indebtedness Clause in Contracts

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company Borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company Borrower or assignment for the benefit of creditors or any other marshalling of assets of the CompanyBorrower, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are Holder is entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist)Note, and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the SecuritiesNote, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities Holder in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In the event Upon any distribution of any insolvency all or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up substantially all of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, or upon any dissolution, winding up or liquidation of the Company, whether voluntary or involuntary, or upon any reorganization, readjustment, arrangement or similar proceeding relating to the Company or its property, whether or not involving the Company is a party thereto, and whether in bankruptcy, insolvency or bankruptcyreceivership proceedings or otherwise, then or upon any assignment by the holders Company for the benefit of Senior Indebtedness shall be entitled to receive payment in full creditors, or upon any other marshaling of all the assets and liabilities of the Company: (i) the principal of and premium, if any, any premium and interest on all the Senior Indebtedness including interest on and any and all other amount dues thereunder shall first be paid in full in cash or money's worth, or provisions made for such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding payment, before the Holders of the Securities are entitled to receive any payment is made on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or Notes; and (ii) any distribution of Section 13.02 did not exist), and any assets of the Company or payment by or distribution on behalf of the Company of any kind or character character, whether in cash, property or securities, to which may be payable or deliverable in any such proceedings in respect the holders of the Securities, Notes would be entitled except securities which are subordinate and junior in right for the provisions of payment to the payment of all Senior Indebtedness then outstandingthis Section 8, shall be paid or delivered by the person liquidating trustee or agent or other Person making such payment distribution or distribution payment, whether a trustee in bankruptcy, receiver, assignee for benefit of creditors, liquidating trustee, or otherwise, directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, representatives or to the trustee or trustees under any indenture under pursuant to which any instrument instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to pay make payment in full in cash or money's worth of the principal of and any premium and interest on all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment distribution or distribution payment, or provision therefor, to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any No payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities Convertible Notes or any amount due or payable pursuant to this Agreement shall be entitled made, nor shall any assets be applied to receive such payments from monies the purchase or securities deposited with other acquisition or retirement of the Trustee Convertible Notes or any amount due or payable pursuant to this Agreement, nor shall the terms Purchaser enforce any judgment or otherwise attach or seek remedy directly against any property of Section 4.01 if the Company (whether before or after judgment), if, at the time of such deposit was made payment or application or immediately after giving effect thereto thereto, there shall exist a default (other than a default in the conditions payment of any amount due) in the payment of any amount due on any Senior Indebtedness or if there shall have occurred an event of default with respect to any Senior Indebtedness, or in the instrument under which the same has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof, until the earliest to occur of (i) the date on which the Senior Indebtedness to which such event of default related is discharged in accordance with its terms, or (ii) the date such event of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid default is waived by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representativesotherwise cured; provided, that the Convertible Notes shall not be considered "equity securities" for the purposes of determining whether a default has occurred, or would occur, under Company covenants pertaining to Senior Indebtedness which prohibit the redemption of equity securities or require the maintenance of minimum equity ratios, until such time as and to the trustee extent that the Convertible Notes are actually converted to Common Stock; and provided, further, that notwithstanding the partial restriction of a redemption or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issuedother payment hereunder, as their respective interests may appearpayment shall be made, if required by the terms hereof, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders possible without causing an event of such default under Senior Indebtedness, and the balance thereof shall be paid as soon as such event of default is no longer continuing. In the event that Within ten (10) Business Days after knowledge of any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of such default referred to in this Section shall not be applicable5.2(a), the holders Company shall furnish a copy thereof to each holder of the Senior Indebtedness outstanding Convertible Notes, in the manner and at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee address specified pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Article 17 hereof.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any (a) No payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities Convertible Notes shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant made, nor shall any assets be applied to the terms purchase or other acquisition or retirement of Section 4.01 if the Convertible Notes, if, at the time of such deposit was made payment or application or immediately after giving effect thereto thereto, there shall exist a default in the conditions payment of any amount due on any Senior Indebtedness. Within ten (10) Business Days after knowledge of any such default referred to in this Section 5.2(a), the Company shall furnish a copy thereof to each holder of the Convertible Notes, in the manner and at the address specified pursuant to Article 17 hereof. (b) If there shall have occurred an event of default (other than a default in the payment of any amount due) with respect to any issue of Senior Indebtedness, as defined herein, or in the instrument under which the same has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Convertible Notes shall be made, nor shall any assets be applied to the conversion, redemption or other acquisition or retirement of the Convertible Notes until the earliest to occur of (i) 30 days after the date that notice of such default is given to the holders of Convertible Notes pursuant to the last sentence of this Section 5.2(b), or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character the date on which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment which such event of default related is discharged in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in fullaccordance with its terms, or provision made for (iii) the payment thereof, date such payment or distribution shall be held in trust for the benefit event of and shall be paid over to default is waived by the holders of such Senior Indebtedness or their representative otherwise cured. Within ten (10) Business Days after knowledge of any such default referred to in this Section 5.2(b), the Company shall furnish a copy thereof to each holder of the Convertible Notes, in the manner and at the address specified pursuant to Article 17 hereof. (c) Upon the occurrence and during the continuance of any Event of Default under this Agreement or representativesthe Convertible Notes, or upon the occurrence of an event described in Sections 5.2(a) or (b) which gives rise to the trustee non-payment of principal or trustees interest due on the Convertible Notes, and notwithstanding any other provision contained herein or in the Convertible Notes to the contrary, each Purchaser hereby agrees, for the benefit of the holders of Senior Indebtedness, not to ask for, demand, xxx for, take or receive any amount owing under the Convertible Notes or exercise any indenture under which any instrument evidencing any remedy (whether pursuant hereto, including, without limitation, acceleration of the Convertible Notes, at law, in equity or otherwise) with respect thereto until the earliest of (i) 30 days after (x) the occurrence of such Senior Indebtedness may have been issued, as their respective interests may appear, Event of Default or (y) the date that notice of such default is given to the extent necessary holders of Convertible Notes pursuant to pay in full Sections 5.2(a) or (b), (ii) the date on which all Senior Indebtedness remaining unpaidis accelerated, after giving effect (iii) if applicable, the date on which the Senior Indebtedness to any concurrent payment which such event of default related is discharged in accordance with its terms or distribution to such event of default is waived by the holders of such Senior IndebtednessIndebtedness or otherwise cured or (iv) any voluntary or involuntary petition in bankruptcy filed by or against the Company. In the event that Within ten (10) Business Days after knowledge of any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when this Agreement or the provisions of Convertible Notes, the first paragraph of this Section Company shall not be applicable), furnish a copy thereof to the holders of the Senior Indebtedness outstanding in the manner and at the time addresses specified in the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all documents and/or agreements evidencing the applicable Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Indebtedness.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company Issuer or assignment for the benefit of creditors or any other marshalling of assets of the CompanyIssuer, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness (including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding proceeding) before the Holders holders of the Securities Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist), Notes and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the SecuritiesNotes, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders holders of the Securities Notes in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security Note is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series Notes so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders holders of the Securities of such series Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Notes.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (ia) or (iib) of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders holders of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 13.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 4.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders holders of the Securities in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.0113.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.078.06.

Priority of Senior Indebtedness. In Upon any payment or distribution of assets of the event Company of any insolvency kind or bankruptcy proceedingscharacter, and whether in cash, property or securities, to creditors upon any receivership, liquidation, dissolution or winding-up or total or partial liquidation or reorganization under of the Federal Bankruptcy Code Company or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative proceeding relating to the Company or to its creditors, as such, or to its property, whether voluntary or involuntary, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency the Company is a party thereto, or in bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of insolvency, receivership or other proceedings, all principal of and principal, premium, if any, and interest on due upon all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition shall first be paid in full, or other action commencing such proceeding payment thereof provided for in money or money's worth, before the Holders of the Securities are shall be entitled to receive retain any payment on account of the principal of assets so paid or distributed in respect thereof (for principal, premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive interest); and upon any such payments from monies dissolution or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made winding-up or immediately after giving effect thereto the conditions in (i) liquidation or (ii) of Section 13.02 did not exist)reorganization or similar proceeding, and any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, to which may be payable or deliverable in any such proceedings in respect the Holders of the SecuritiesSecurities would be entitled, except securities which are subordinate and junior in right of payment to for the payment of all Senior Indebtedness then outstandingprovisions herein set forth, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly distribution, or by the Holders of the Securities if received by them, direct to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to make payment in full of pay all Senior IndebtednessIndebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that , before any payment or distribution of cash, property or securities shall be received by the Trustee or is made to the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Securities.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company Issuer or assignment for the benefit of creditors or any other marshalling of assets of the CompanyIssuer, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness (including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding proceeding) before the Holders holders of the Securities Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist), Notes and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the SecuritiesNotes, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders holders of the Securities Notes in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security Note is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of 22 -12- the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series Notes so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders holders of the Securities of such series Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Notes.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivershipreceiver ship, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company Issuer or assignment for the benefit of creditors or any other marshalling of assets of the CompanyIssuer, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders holders of the Securities Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist), Notes and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the SecuritiesNotes, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders holders of the Securities Notes in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security Note is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series Notes so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders holders of the Securities of such series Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Notes.

Priority of Senior Indebtedness. In the event that the Company shall default in the payment of any insolvency principal of, or bankruptcy proceedingspremium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, any Senior Indebtedness when the same become due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, any of the Securities, or in respect of any redemption, repayment, defeasance, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state lawreorganization, readjustment, composition or other similar proceedings in connection therewith, relative proceeding relating to the Company or to its creditors, as such, or to its property, and in or (b) any proceeding for the event of any proceedings for voluntary liquidation, dissolution dissolution, or other winding up of the Company Company, voluntary or assignment for the benefit of creditors or any other marshalling of assets of the Companyinvoluntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, then or (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, and shall be made to any Holder of any of the Securities or coupons appurtenant thereto on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series or coupons appurtenant thereto shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall be entitled to receive have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities and coupons appurtenant thereto, together with the Holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal, of and premium, if any and interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. In the event that, notwithstanding the foregoing, any payment or distribution on any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness at the time outstanding with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof such payment, distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of of, and premium, if any, and interest on (and any additional amounts in respect thereof that may be due and payable) on, such Securities and coupons appurtenant thereto or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. The Trustee and Holders will take such action (including interest on such without limitation, the delivery of this Indenture to any agent for the holders of Senior Indebtedness after or consent to the date of filing of a petition or other action commencing such proceeding before financing statement with respect hereto) as may, in the Holders opinion of counsel designated by the holders of a majority in principal amount of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if Senior Indebtedness at the time such deposit was made outstanding, be necessary or immediately after giving effect thereto appropriate to assure the conditions in (i) effectiveness of the subordination effected by these provisions. The provisions of this Section 14.03 shall not impair any rights, interests, remedies or (ii) of Section 13.02 did not exist), and any payment or distribution powers of any kind or character which may be payable or deliverable in any such proceedings secured creditors of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligation of the Company otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting obligations ranking on a parity with the Securities or ranking junior to the Securities, except respectively. For the purposes of this Article Fourteen only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinate and junior subordinated in right of payment to the payment of all Senior Indebtedness then outstandingwhich may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Fourteen. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another person upon the terms and conditions set forth in Article Eight or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtednessdeemed a dissolution, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cashwinding-up, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in fullliquidation, or provision made for the payment thereofreorganization, such payment or distribution shall be held in trust assignment for the benefit of creditors or marshalling of assets and shall be paid over to liabilities of the holders Company for the purposes of this Section if the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease of such Senior Indebtedness or their representative or representativesproperties and assets substantially as an entirety, or to as the trustee or trustees under any indenture under which any instrument evidencing any case may be, shall, as a part of such Senior Indebtedness may have been issuedconsolidation, as their respective interests may appearmerger, to conveyance or transfer, comply with the extent necessary to pay conditions set forth in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessArticle Eight. In the event that any Security is declared due and payable before its expressed stated maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section 14.03 shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of of, and premium, if any, and interest on (and any additional amounts in respect thereof that may be due and payable) on, all Senior Indebtedness or provisions shall be made for such payment in cash before the Holders holders of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) on account of the principal of or of, and premium, if any, or and interest on (and any additional amounts in respect thereof that may be due and payable) on, the Securities or on account of such series the purchase or other acquisition of Securities, except that Holders of Securities of such series shall be entitled to receive payments from monies moneys or securities deposited with the Trustee pursuant to the terms of Section 4.01, 4.01 if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In Upon (i) any acceleration of the event principal amount due on the Debentures or (ii) any payment or distribution of assets of the Company of any insolvency kind or bankruptcy proceedingscharacter, and whether in cash, property or securities, to creditors 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, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or upon an assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, whether or not involving insolvency or bankruptcy, then the holders of all amounts payable under Senior Indebtedness shall first be entitled to receive payment paid in full of all principal of and premiumin cash, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any payment is made on account of the principal of or of, premium, if any, or interest on the Securities (except that Holders indebtedness evidenced by the Debentures, or on account of Securities shall be entitled any other monetary claims, including such monetary claims as may result from rights of repurchase or rescission, under or in respect of the Debentures, or any payment is made to receive such payments from monies acquire any of the Debentures for cash, property or securities deposited or any distribution is made with the Trustee pursuant respect to the terms Debentures of Section 4.01 if at the time such deposit was made any cash, property or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist)securities, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, to which may be payable or deliverable in any such proceedings in respect the holders of the SecuritiesDebentures or the Trustee under this Indenture would be entitled, except securities which are subordinate and junior in right of payment to for the payment of all Senior Indebtedness then outstandingprovisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution distribution, or by the holders of Debentures or by the Trustee under this Indenture if received by them or it, directly to the he holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives to the extent necessary to make payment pay all such Senior Indebtedness in full of all Senior Indebtednessfull, in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that , before any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, the indebtedness evidenced by the Debentures or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07this Indenture.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any (a) No payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities Convertible Debentures shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant made, nor shall any assets be applied to the terms purchase or other acquisition or retirement of Section 4.01 if the Convertible Debentures, if, at the time of such deposit was made payment or application or immediately after giving effect thereto thereto, there shall exist a default in the conditions payment of any amount due on any Senior Indebtedness. Within ten (10) Business Days after knowledge of any such default referred to in this Section 5.2(a), the Company shall furnish a copy thereof to the holder of the Convertible Debentures, in the manner and at the address specified pursuant to Article 17 hereof. (b) If there shall have occurred an event of default (other than a default in the payment of any amount due) with respect to any issue of Senior Indebtedness, as defined herein, or in the instrument under which the same has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Convertible Debentures shall be made, nor shall any assets be applied to the conversion, redemption or other acquisition or retirement of the Convertible Debentures until the earliest to occur of (i) 30 days after the date that notice of such default is given to the holders of Convertible Debentures pursuant to the last sentence of this Section 5.2(b), or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character the date on which may be payable or deliverable in any such proceedings in respect of the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment which such event of default related is discharged in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in fullaccordance with its terms, or provision made for (iii) the payment thereof, date such payment or distribution shall be held in trust for the benefit event of and shall be paid over to default is waived by the holders of such Senior Indebtedness or their representative otherwise cured. Within ten (10) Business Days after knowledge of any such default referred to in this Section 5.2(b), the Company shall furnish a copy thereof to each holder of the Convertible Debentures, in the manner and at the address specified pursuant to Article 17 hereof. (c) Upon the occurrence and during the continuance of any Event of Default under this Agreement or representativesthe Convertible Debentures, or upon the occurrence of an event described in Section 5.2(a) or (b) which gives rise to the trustee non-payment of principal or trustees interest due on the Convertible Debentures, and notwithstanding any other provision contained herein or in the Convertible Debentures to the contrary, each Purchaser hereby agrees, for the benefit of the holders of Senior Indebtedness, not to ask for, demand, xxx for, take or receive any amount owing under the Convertible Debentures of exercise any indenture under which any instrument evidencing any remedy (whether pursuant hereto, including, without limitation, acceleration of the Convertible Debentures at law, in equity or otherwise) with respect thereto until the earliest of (i) 30 days after (x) the occurrence of such Senior Indebtedness may have been issued, as their respective interests may appear, Event of Default or (y) the date that notice of such default is given to the extent necessary holders of Convertible Debentures pursuant to pay in full Sections 5.2(a) or (b), (ii) the date on which all Senior Indebtedness remaining unpaidis accelerated, after giving effect (iii) if applicable, the date on which the Senior Indebtedness to any concurrent payment which such event of default related is discharged in accordance with its terms or distribution to such event of default is waived by the holders of such Senior IndebtednessIndebtedness or otherwise cured or (iv) any voluntary or involuntary petition in bankruptcy filed by or against the Company. In the event that Within ten (10) Business Days after knowledge of any Security is declared due and payable before its expressed maturity because of the occurrence of an Event of Default (under circumstances when this Agreement or the provisions of Convertible Debentures, the first paragraph of this Section Company shall not be applicable), furnish a copy thereof to the holders of the Senior Indebtedness outstanding in the manner and at the time addresses specified in the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all documents and/or agreements evidencing the applicable Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Indebtedness.

Priority of Senior Indebtedness. In (a) The Corporation covenants and agrees, and the event Holder likewise covenants and agrees, that no payment shall be made by the Corporation on account of principal of or interest on this Note, or otherwise, if there shall have occurred and be continuing a default with respect to any Senior Indebtedness (i) permitting the acceleration thereof and such default is the subject of a judicial proceeding, or (ii) the Corporation receives notice of such a default from the holders of an aggregate principal amount of Senior Indebtedness entitling such holders to compel the acceleration thereof (provided, however, that in the case of Senior Indebtedness issued pursuant to an indenture, such notice may be validly given only by the trustee under such indenture), unless and until such default or Event of Default shall have been cured or waived or shall have ceased to exist or such notice is withdrawn or found by a court of competent jurisdiction to be invalid. (b) Upon any acceleration of the principal of this Note or any payment of the Corporation or distribution of assets of the Corporation of any insolvency kind or bankruptcy proceedingscharacter, and whether in cash, property, or securities, to creditors of the Corporation upon any dissolution or winding up or liquidation or reorganization of the Corporation, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewithproceedings, relative to the Company all amounts due or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of become due upon all Senior Indebtedness shall first be entitled to receive payment paid in full of all principal of and premiumin money or money's worth, if anyor payment thereof provided for, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holders of the Securities are entitled to receive any payment is made on account of the principal of or premiuminterest on this Note and upon such dissolution or winding up or liquidation or reorganization, if anyany payment by the Corporation, or interest on distribution of assets of the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in (i) or (ii) of Section 13.02 did not exist), and any payment or distribution Corporation of any kind or character character, whether in cash, property, or securities, to which may the Holder would be payable or deliverable in any such proceedings in respect of entitled except for the Securities, except securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstandingprovisions hereof, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities shall be received by the Trustee or the Holders of the Securities in contravention this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instrument instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaidin full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holder. (c) Notwithstanding the foregoing, in the event that any payment of or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Holder before all Senior Indebtedness is paid in full in money or money's worth, or provision is made for such payment, then and in such event such payment or distribution shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. In Indebtedness (but subject to the event that any Security is declared due and payable before its expressed maturity because power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of rights conferred herein upon the Senior Indebtedness outstanding at and the time holders thereof with respect to this Note or the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of the principal of Holder hereof by a lawful plan or premium, if any, reorganization or interest on the Securities of such series except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section shall apply to claims of, or payments to, the Trustee readjustment under or pursuant to Section 6.07applicable bankruptcy law).

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under Title 11 of the Federal Bankruptcy United States Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary or involuntary liquidation, dissolution or other winding up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding proceeding, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in clause (i) or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities but excluding any such payment or distribution of securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another Person upon the terms and conditions set forth in Article 8, or the liquida tion or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8. In the event that any Security is declared due and payable before its expressed maturity Stated Maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness or provisions shall be made for such payment in cash before the Holders of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) on account of the principal of or premium, if any, or interest on the Securities of such series or on account of the purchase or other acquisition of Securities except that Holders of Securities of such series shall be entitled to receive payments from monies or securities deposited with the Trustee pursuant to the terms of Section 4.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 12 by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

Priority of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under Title 11 of the Federal Bankruptcy United States Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary or involuntary liquidation, dissolution or other winding winding-up of the Company or assignment for the benefit of creditors or any other marshalling of assets of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of (and premium, if any), interest and interest any Additional Amounts, if any, on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding proceeding, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of the principal of or (and premium, if any), or interest and any Additional Amounts, if any, on the Securities (except that Holders of Securities shall be entitled to receive such payments from monies moneys or securities deposited with the Trustee pursuant to the terms of Section 4.01 12.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in clause (i) or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, except including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities but excluding any such payment or distribution of securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another person upon the terms and conditions set forth in Article Eleven, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eleven. In the event that any Security is declared due and payable before its expressed maturity Maturity Date because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of (and premium, if any), interest and interest any Additional Amounts, if any, on all Senior Indebtedness or provisions shall be made for such payment in cash before the Holders of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) on account of the principal of or (and premium, if any), or interest and any Additional Amounts, if any, on the Securities of such series or on account of the purchase or other acquisition of Securities except that Holders of Securities of such series shall be entitled to receive payments from monies moneys or securities deposited with the Trustee pursuant to the terms of Section 4.0112.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.077.06.