Common use of Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company Clause in Contracts

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Company: (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all Obligations due thereon (including without limitation interest accruing after the commencement of any such proceeding at the rate specified in the respective Senior Indebtedness) before the Holders of the Subordinated Securities are entitled to receive any payment on account of any Obligations with respect to the Subordinated Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would be entitled except for the provisions of this Article 13 shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that notwithstanding the foregoing provisions of this Section 13.03, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to the Subordinated Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Section 13.06 and 13.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Company: (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all Obligations due thereon (including without limitation interest accruing after the commencement of any such proceeding at the rate specified in the respective Senior Indebtedness) before the Holders of the Subordinated Securities are entitled to receive any payment on account of any Obligations with respect to the Subordinated Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would be entitled except for the provisions of this Article 13 Nine shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that notwithstanding the foregoing provisions of this Section 13.039.03, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to the Subordinated Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Section 13.06 9.06 and 13.079.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. (a) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, liquidation or reorganization of the Company (whether in bankruptcyreorganization, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation marshaling of the business and assets of the Company: (a) Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company or its property, whether voluntary or involuntary, all Senior Indebtedness shall first be entitled to receive payment paid in full of all Obligations due thereon in, cash or Cash Equivalents (including without limitation interest accruing after the commencement or such payment shall be duly provided for), before any payment or distribution of any such proceeding at the rate specified in the respective Senior Indebtedness) before the Holders of the Subordinated Securities are entitled to receive any payment kind or character is made on account of any Obligations Principal of, or interest on, or fees or other amounts due with respect to to, the Subordinated Securities; (b) , or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities under this Indenture would be entitled entitled, except for the provisions of this Article 13 hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person Person making such payment or distribution directly distribution, or by the Holders or by the Trustee under this Indenture if received by them, to the Representative of the holders of the Senior Indebtedness or their representativeIndebtedness, or for application to the trustee under any indenture under which Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaidunpaid until all such Senior Indebtedness has been paid in full, in cash or Cash Equivalents, after giving effect to any concurrent payment or payment, distribution or provision therefor to or for the holders of such Senior Indebtedness; and. Notwithstanding anything herein to the contrary, the Company's obligations to the Trustee under Section 7.07 shall at all times be deemed Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. (c) in the event that notwithstanding the foregoing provisions of this Section 13.03, any payment or distribution of assets The consolidation of the Company of any kind or characterwith, whether in cash, property or securities, shall be received by the Trustee or the Holders merger of the Subordinated Securities on account Company with or into, another corporation or the liquidation or dissolution of any Obligations with respect the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the Subordinated Securities before all Senior Indebtedness is paid terms and conditions provided in full, or effective provision made for its payment, such payment or distribution (subject to Article V hereof and as long as permitted under the provisions of Section 13.06 and 13.07) shall be received and held in trust for and shall be paid over to the holders terms of the Senior Indebtedness remaining unpaid shall not be deemed a dissolution, winding-up, liquidation or unprovided reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or their representativetransfer, or assume in writing, to the trustee under any indenture under which Senior Indebtedness may have been issuedreasonable satisfaction of the Representative, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid Company's obligations hereunder in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. accordance with Article V hereof. (d) The Company shall give prompt written notice to the Trustee of any dissolution, winding winding-up, liquidation or reorganization of the Company., but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness provided in this Article X.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company Company, to creditors upon any dissolution, winding up, liquidation or reorganization of the Company (reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency insolvency, receivership or receivership other proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Company: (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents of all Obligations due thereon the principal thereof, premium, if any, and interest (including without limitation any interest accruing after accrued on such Senior Indebtedness subsequent to the commencement of any such proceeding at the rate specified in the respective Senior Indebtedness) a bankruptcy, insolvency, receivership or similar proceeding), if any, due thereon before the Holders of the Subordinated Securities are entitled to receive any payment on account of the principal of, premium, if any, or interest, if any, on the Securities or any Obligations with respect to the Subordinated Securitiesdistribution of any assets or securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities Trustees would be entitled except for the provisions of this Article 13 Fourteen, shall be paid by the trustee in bankruptcy, receiver, liquidating trustee or trustee, custodian, assignee, agent or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and; (c) in the event that notwithstanding the foregoing provisions of this Section 13.03, the Company shall make any payment to the Trustee on account of the principal of or premium, if any, or interest, if any, on the Securities, or on account of any sinking fund, or the Holders of the Securities shall receive any such payment when such payment is prohibited by this Section 13.03 and before all amounts payable on, under or in connection with Senior Indebtedness are paid in full in cash or cash equivalents, then and in such event, such payment (subject to the provisions of Sections 13.06 and 13.07) shall be held by the Trustee or the Holders of the Securities, as the case may be, in trust for the benefit of, and shall be paid over and delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to the Subordinated Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Section 13.06 and 13.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in fullIndebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization or readjustment of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings similar proceeding or upon an assignment for the benefit of creditors creditors, or any other marshaling of the assets and liabilities of the Company or otherwise) tending towards liquidation of the business and assets of the Company: (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents (or have such payment duly provided for) of all Obligations due thereon (including without limitation the principal, premium, if any, and interest accruing after the commencement of any such proceeding at the rate specified payable in the respective Senior Indebtedness) respect thereof before the Holders of the Subordinated Securities are would be entitled to receive any payment on account of any Obligations with respect to the Subordinated Principal of and interest on the Securities; (b) any payment or distribution of assets of the Company of any kind or character, from any source, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would shall be entitled entitled, except for the subordination provisions of this Article 13 shall 11, would be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the extent necessary aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to make the payment in full of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 13.03foregoing, any payment or distribution of assets of the Company of from any kind or charactersource, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to Principal of or interest on the Subordinated Securities before all Senior Indebtedness is paid in full, full in cash or effective provision made for its paymentcash equivalents (or such payment is duly provided for), such payment or distribution (subject to the provisions provision of Section 13.06 Sections 11.06 and 13.0711.07) shall be received and held in trust by the Trustee or such Holders for the benefit of the holders of Senior Indebtedness, and shall be paid over or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness remaining unpaid or unprovided for for, or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of such all Senior Indebtedness until remaining unpaid, to the extent necessary to pay or provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness shall have been paid in fullIndebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness, but only to the extent that as to any holder of Senior Indebtedness, as promptly as practicable following notice from the Trustee to the holders of Senior Indebtedness that such prohibited payment has been received by the Trustee or Holder(s), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on the Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or assignment for the benefit of creditors by the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Company:): (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all Obligations due thereon (including without limitation interest accruing after the commencement of any such proceeding at the rate specified in the respective Senior Indebtedness) before the Holders of the Subordinated Securities are entitled to receive any payment on account of any Obligations with respect to the Subordinated Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would be entitled except for the provisions of this Article 13 shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that notwithstanding the foregoing provisions of this Section 13.03, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to the Subordinated Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Section 13.06 and 13.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization or readjustment of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings similar proceeding or upon an assignment for the benefit of creditors creditors, or any other marshaling of the assets and liabilities of the Company or otherwise) tending towards liquidation of the business and assets of the Company: (a) the holders of all Senior Indebtedness shall would first be entitled to receive payment in full in cash or cash equivalents (or have such payment duly provided for) of all Obligations due thereon (including without limitation the Principal, premium, if any, and interest accruing after the commencement of any such proceeding at the rate specified payable in the respective Senior Indebtedness) respect thereof before the Holders of the Subordinated Securities are would be entitled to receive any payment on account of any Obligations with respect to the Subordinated Principal of, premium, if any, and interest on the Securities; (b) any payment or distribution of assets of the Company of any kind or character, from any source, whether in cash, property or securities, securities to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would be entitled entitled, except for the subordination provisions of this Article 13 shall 10, would be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the extent necessary aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to make the payment in full of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 13.03foregoing, any payment or distribution of assets of the Company of from any kind or charactersource, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to principal of or interest on the Subordinated Securities before all Senior Indebtedness is paid in full, full in cash or effective provision made for its paymentcash equivalents (or such payment is duly provided for), such payment or distribution (subject to the provisions provision of Section 13.06 10.06 and 13.0710.07) shall be received and held in trust by the Trustee or such Holders for and shall be paid over to the benefit of the holders of the Senior Indebtedness remaining unpaid or unprovided for Indebtedness, or their representative, or ratably according to the trustee under any indenture under which respective amounts of Senior Indebtedness may have been issuedheld or represented by each, for application to the extent necessary to make payment of in full (except as such Senior Indebtedness until all such Senior Indebtedness payment otherwise shall have been paid in full, provided for) of all Senior Indebtedness remaining unpaid after giving effect to any all concurrent payment or distribution or provision payments and distributions and all provisions therefor to the holders of such Senior Indebtedness, but only to the extent that as to any holder of Senior Indebtedness, as promptly as practicable following notice from the Trustee to the holders of Senior Indebtedness that such prohibited payment has been received by the Trustee or Holder(s), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on the Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or assignment for the benefit of creditors by the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization or readjustment of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings similar proceeding or upon an assignment for the benefit of creditors creditors, or any other marshaling of the assets and liabilities of the Company or otherwise) tending towards liquidation of , the business and assets of claims under these Securities are subordinated to all claims under the CompanySenior Indebtedness with the effect that: (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents (or have such payment duly provided for) of all Obligations due thereon (including without limitation the principal, premium, if any, and interest accruing after the commencement of any such proceeding at the rate specified payable in the respective Senior Indebtedness) respect thereof before the Holders of the Subordinated Securities are would be entitled to receive any payment on account of any Obligations with respect to the Subordinated Principal of and interest on the Securities; (b) any payment or distribution of assets of the Company of any kind or character, from any source, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would shall be entitled entitled, except for the subordination provisions of this Article 13 10, shall be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the extent necessary aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to make the payment in full of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 13.03foregoing, any payment or distribution of assets of the Company of from any kind or charactersource, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to Principal of or interest on the Subordinated Securities before all Senior Indebtedness is paid in full, full in cash or effective provision made for its paymentcash equivalents (or such payment is duly provided for), such payment or distribution (subject to the provisions of Section 13.06 Sections 10.06 and 13.0710.07) shall be received and held in trust by the Trustee or such Holders for the benefit of the holders of Senior Indebtedness, and shall be paid over or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness remaining unpaid or unprovided for for, or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of such all Senior Indebtedness until remaining unpaid, to the extent necessary to pay or provide for the payment in full in cash or cash equivalents of all such Senior Indebtedness shall have been paid in fullIndebtedness, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness, but only to the extent that as to any holder of Senior Indebtedness, as promptly as practicable following notice from the Trustee to the holders of Senior Indebtedness that such prohibited payment has been received by the Trustee or Holder(s), such holder (or a representative or trustee therefor) notifies the Trustee in writing of the amounts then due and owing on the Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or assignment for the benefit of creditors by the Company.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. (a) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, liquidation or reorganization of the Company (whether in bankruptcyreorganization, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation marshaling of the business and assets of the Company: (a) Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company or its property, whether voluntary or involuntary, all Senior Indebtedness shall first be entitled to receive payment paid in full of all Obligations due thereon in, cash or Cash Equivalents (including without limitation interest accruing after the commencement or such payment shall be duly provided for), before any payment or distribution of any such proceeding at the rate specified in the respective Senior Indebtedness) before the Holders of the Subordinated Securities are entitled to receive any payment kind or character is made on account of any Obligations Principal of, or interest on, or fees or other amounts due with respect to to, the Subordinated Securities; (b) , or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities under this Indenture would be entitled entitled, except for the provisions of this Article 13 hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person Person making such payment or distribution directly distribution, or by the Holders or by the Trustee under this Indenture if received by them, to the Representative of the holders of the Senior Indebtedness or their representativeIndebtedness, or for application to the trustee under any indenture under which Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaidunpaid until all such Senior Indebtedness has been paid in full, in cash or Cash Equivalents, after giving effect to any concurrent payment or payment, distribution or provision therefor to or for the holders of such Senior Indebtedness; and. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. (c) in the event that notwithstanding the foregoing provisions of this Section 13.03, any payment or distribution of assets The consolidation of the Company of any kind or characterwith, whether in cash, property or securities, shall be received by the Trustee or the Holders merger of the Subordinated Securities on account Company with or into, another corporation or the liquidation or dissolution of any Obligations with respect the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the Subordinated Securities before all Senior Indebtedness is paid terms and conditions provided in full, or effective provision made for its payment, such payment or distribution (subject to Article V hereof and as long as permitted under the provisions of Section 13.06 and 13.07) shall be received and held in trust for and shall be paid over to the holders terms of the Senior Indebtedness remaining unpaid shall not be deemed a dissolution, winding-up, liquidation or unprovided reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or their representativetransfer, or assume in writing, to the trustee under any indenture under which Senior Indebtedness may have been issuedreasonable satisfaction of the Representative, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid Company's obligations hereunder in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. accordance with Article V hereof. (d) The Company shall give prompt written notice to the Trustee of any dissolution, winding winding-up, liquidation or reorganization of the Company., but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness provided in this Article X.

Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon In the event of any distribution of assets insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its assets, or any liquidation, dissolution or other winding up of the Company upon Company, whether voluntary or involuntary, or any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation other marshaling of the business and assets or liabilities of the Company: (a) the holders of all Senior Indebtedness shall first be entitled to receive payments in full, in cash, cash equivalents acceptable to the holders of such Senior Indebtedness or in any other form acceptable to the holders of such Senior Indebtedness (or to have such payment duly provided for in cash or as acceptable to the holders of such Senior Indebtedness), of the principal of and interest payment in full of all Obligations due thereon (including without limitation interest accruing after the commencement of any such proceeding at the rate specified in the respective Senior Indebtedness) respect thereof, before the Holders of the Subordinated Securities are entitled to receive any payment (excluding a Reorganization Distribution) on account of any Obligations with respect to the Subordinated principal of and interest on the Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Subordinated Securities or the Trustee on behalf of the Holders of the Subordinated Securities would be entitled except for the provisions of this Article 13 Twelve, shall be paid by the liquidating trustee or agent or other person making such a payment or distribution distribution, directly to the holders of Senior Indebtedness or their representativeIndebtedness, or ratably according to the trustee under any indenture under which respective amounts of Senior Indebtedness may have been issuedheld by each, to the extent necessary to make payment in full (or have such payment duly provided for) of all Senior Indebtedness remaining unpaid, unpaid after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 13.03foregoing, any payment or distribution of assets of the Company of any kind or characterCompany, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities on account of any Obligations with respect to principal of or interest on the Subordinated Securities before all Senior Indebtedness is paid in full, full or effective provision made for its paymentsuch payment is duly provided for, such payment or distribution (subject to the provisions of Section 13.06 Sections 12.6 and 13.0712.7) shall be received and held in trust by the Trustee or such Holders for and shall be paid over to the benefit of the holders of the Senior Indebtedness, or their respective representative, ratably according to the respective amounts of Senior Indebtedness held or represented by each, to the extent necessary to make payment in full (except as such payment otherwise shall have been provided for) of all Senior Indebtedness remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which Senior Indebtedness may have been issued, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any all concurrent payment or distribution or provision payments and distributions and all provisions therefor to the holders of such Senior Indebtedness, but only to the extent that as to any holder of Senior Indebtedness, as promptly as practical following notice from the Trustee to the holders of Senior Indebtedness that such prohibited payment has been received by the Trustee or Holder(s), such holder (or a representative therefor) notifies the Trustee of the amounts then due and owing on the Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or assignment for the benefit of creditors by the Company.