Common use of Securities Subordinated to Prior Payment of All Senior Clause in Contracts

Securities Subordinated to Prior Payment of All Senior. Debt on Dissolution, Liquidation or Reorganization. -------------------------------------------------- Upon any distribution of assets of either Issuer or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer or any Guarantor whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities: (a) the holders of all Senior Debt of such Issuer or such Guarantor, if any, as applicable, will first be entitled to receive payment on account of all principal of, premium, if any, interest on and fees and other amounts payable in respect of such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of principal of, premium, if any, and interest or Additional Amounts on the Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; and (b) any payment or distribution of assets of such Issuer or such Guarantor, if any, of any kind or character from any source, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the provisions of Article VIII, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Securities Subordinated to Prior Payment of All Senior. Debt Indebtedness on Dissolution, Liquidation or Reorganization. -------------------------------------------------- ----------------------------------------------------------- Upon any distribution of assets of either Issuer or any Guarantor the Company upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer or any Guarantor the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling marshaling of assets or liabilities: (a) the holders of all Senior Debt Indebtedness of such Issuer or such Guarantor, if any, as applicable, will the Company shall first be entitled to receive payments in full (or have the prompt payment thereof duly provided for in cash) before the Holders are entitled to receive any payment on account of all the principal of, premium, if any, interest on on, and fees and other amounts payable in Liquidated Damages with respect of such Senior Debt in full in cash or Cash Equivalents or otherwise to to, the extent holders accept satisfaction of amounts due by settlement in Securities (other than cash or Cash Equivalents before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of principal of, premium, if any, and interest or Additional Amounts on the Subordinated Debt Junior Securities, including any repurchase of Subordinated Debt Securities and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; and); (b) any payment or distribution of assets of such Issuer or such Guarantor, if any, the Company of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIIISecurities) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off setoff or otherwise), except for the provisions of this Article VIIIXII, will shall be paid by the liquidating trustee or agent or other person Person making such a payment or distribution directly to the holders of such Senior Debt Indebtedness or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on of all such Senior Debt Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior DebtIndebtedness (but this Section 12.3(b) shall not apply to payments or distributions to the Trustee for its own benefit); and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities), shall be received by the Trustee for the benefit of the Holders or the Holders or any Paying Agent for the benefit of the Holders (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of the principal of, premium, if any, interest on or Liquidated Damages with respect to, the Securities before all Senior Indebtedness is paid in full, such payment or distribution (subject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, or their respective representative, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to or for the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee of the amounts then due and owing on such 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 such Senior Indebtedness.

Securities Subordinated to Prior Payment of All Senior. Debt Indebtedness on Dissolution, Liquidation or Reorganization. -------------------------------------------------- ----------------------------------------------------------- Upon any distribution of assets of either Issuer or any Guarantor the Company upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer or any Guarantor the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling marshaling of assets or liabilities: (a) the holders of all Senior Debt Indebtedness of such Issuer or such Guarantor, if any, as applicable, will the Company shall first be entitled to receive payment on account of all principal of, premium, if any, interest on and fees and other amounts payable in respect of such Senior Debt payments in full (or have the prompt payment thereof duly provided for in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents cash) before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of the principal of, premium, if any, and interest or Additional Amounts on the Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; andSecurities); (b) any payment or distribution of assets of such Issuer or such Guarantor, if any, the Company of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIIISecurities) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off setoff or otherwise), except for the provisions of this Article VIIIXII, will shall be paid by the liquidating trustee or agent or other person Person making such a payment or distribution directly to the holders of such Senior Debt Indebtedness or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on of all such Senior Debt Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior DebtIndebtedness (but this Section 12.3(b) shall not apply to payments or distributions to the Trustee for its own benefit); and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities), shall be received by the Trustee for the benefit of the Holders or the Holders or any Paying Agent for the benefit of the Holders (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of the principal of, premium, if any, or interest on the Securities before all Senior Indebtedness is paid in full, such payment or distribution (subject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, or their respective representative, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to or for the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee of the amounts then due and owing on such 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 such Senior Indebtedness.

Securities Subordinated to Prior Payment of All Senior. Debt on Dissolution, Liquidation Liquidation, Reorganization, etc. of the Company. Upon ---------------------------------------------------------------------- any payment or Reorganization. -------------------------------------------------- Upon any distribution of the assets of either Issuer the Company of any kind or character, whether in cash, property or securities (including any Guarantor Collateral at any time securing the Securities) to creditors upon any dissolution, winding winding-up, total or partial liquidation liquidation, reorganization, or reorganization recapitalization or readjustment of either Issuer the Company or any Guarantor its property or securities (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, or receivership or a similar proceeding proceedings, or upon an assignment for the benefit of creditors creditors, or any other marshalling of the assets and liabilities of the Company or liabilities:otherwise), then in such event, (ai) the all holders of all Senior Debt of such Issuer or such Guarantor, if any, as applicable, will shall first be entitled to receive payment in full, in cash or Cash Equivalents, of all Obligations in respect of Senior Debt before any payment is made on account of all principal ofObligations, including, without limitation, the principal, premium, if any, or interest on (including Contingent Payments and fees and other amounts payable any Make-Whole Amount), in respect of such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of principal of, premium, if any, and interest or Additional Amounts on the Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; andrespect of any Offer to Purchase Price; (bii) any payment or distribution of assets of such Issuer or such Guarantor, if anythe Company, of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way of than, to the issuance of extent issued in exchange for the Securities, Permitted Junior Securities or from the trust described in Article VIII) Securities), to which the Holders of Subordinated Debt Securities Holders, or the Trustee on behalf of the Holders Holders, would be entitled (by set-off or otherwise), except for the provisions of this Article VIIIXIII, will shall be paid or delivered by the liquidating trustee or agent any debtor or other person making such a payment or distribution distribution, directly to the holders of such the Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, for application to payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to make payment pay all Obligations in full respect of Senior Debt in full, in cash or Cash Equivalents on all such Senior Debt remaining unpaidEquivalents, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, any payment or distribution of assets of the Company, whether in cash, property or securities (other than, to the extent issued in exchange for the Securities, Permitted Junior Securities), shall be received by the Trustee or the Holders before all Obligations in respect of Senior Debt are paid in full, in cash or Cash Equivalents, such payment or distribution (subject to the provisions of Sections 13.6 and 13.7) shall be held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee or such Holders, as the case may be, to the holders of Senior Debt remaining unpaid or unprovided for, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Obligations in respect of Senior Debt held or represented by each, for application to the payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to pay all Obligations in respect of Senior Debt in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. Without limiting the foregoing, the Company shall give prompt written notice to the Trustee and any Paying Agent of any action or plan of dissolution, winding-up, liquidation or reorganization of the Company or any other facts known to it which would cause a payment to violate this Article XIII. Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 8.1 and Section 8.2, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceeding is pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Securities Subordinated to Prior Payment of All Senior. Debt on Dissolution, Liquidation or Reorganization. -------------------------------------------------- Upon any distribution of assets of either Issuer the Company or any Guarantor or upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer the Company or any Guarantor a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities: (a) the holders of all Senior Debt of such Issuer the Company or such Guarantor, if any, as applicable, will first be entitled to receive payment on account of all principal of, premium, if any, interest on and fees and other amounts payable in respect of such Senior Debt in full in cash or Cash Equivalents or (or, with respect to Senior Debt other than the New Credit Facility, have such payment duly provided for) or, with respect to any holder, otherwise to the extent holders accept satisfaction of such holder expressly acknowledges amounts due by settlement in other than cash or Cash Equivalents (it being acknowledged that approval of a plan of reorganization in a bankruptcy proceeding shall not constitute satisfaction of amounts due in settlement) before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of principal of, premium, if any, and interest or Additional Amounts and Liquidated Damages on the Subordinated Debt Securities, including Securities or on account of any repurchase other obligation for the payment of Subordinated Debt Securities and rescission payments, money due in respect of the notes (other than payments by way of the issuance of Junior Securities or from issued in connection with a reorganization pursuant to the trust described in Article VIIIbankruptcy laws of any jurisdiction); and (b) any payment or distribution of assets of such Issuer the Company or such Guarantor, if any, Guarantor of any kind or character from any source, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from issued in connection with a reorganization pursuant to the trust described in Article VIIIbankruptcy laws of any jurisdiction) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the subordination provisions of Article VIIIcontained in this Indenture, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Securities Subordinated to Prior Payment of All Senior. Debt Indebtedness on Dissolution, Winding-Up, Liquidation or ReorganizationReorganization of the ----------------------------------------------------------------------------- Company. -------------------------------------------------- ------- Upon any payment by or distribution of the assets of either Issuer or any Guarantor the Company to creditors upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer the Company (whether in a bankruptcy or any Guarantor whether reorganization case, insolvency or receivership proceedings, voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding liquidation or upon any assignment for the benefit of creditors or any marshalling of assets or liabilities:otherwise): (a1) the holders of all Senior Debt of such Issuer or such Guarantor, if any, as applicable, will Indebtedness shall first be entitled to receive payment on account in full of all principal of, premium, if any, interest on and fees and other amounts payable in respect of thereon, or provision shall be made for such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents payment, before the Holders of Subordinated Debt Securities any Security of any series or of any coupon appertaining thereto are entitled to receive any payment on account of the principal of, premiumor interest on, if any, and interest or Additional Amounts on the Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, other than payments by way of the issuance of Junior such Securities or from the trust described in Article VIII; andcoupons; (b2) any payment by, or distribution of assets of such Issuer or such Guarantorof, if any, the Company of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIIISecurities) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the provisions of this Article VIIITwelve, will 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 of any series and the coupons appertaining thereto, if any, shall be paid by the liquidating trustee or agent or other person Person making such a payment or distribution distribution, directly to the holders of Senior Indebtedness or their representative(s), ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Debt Indebtedness; and (3) if, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities), shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment or distribution is segregated or held in trust) on account of principal of, or interest on, the Securities of any series and the coupons appertaining thereto, if any, before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 1206 and 1207) 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 representative(s), ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to payment or prepayment of all Senior Indebtedness remaining unpaid, to the extent necessary to make payment pay all Senior Indebtedness in full in cash or Cash Equivalents on all such Senior Debt remaining unpaidfull, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior DebtIndebtedness. If the Company effects a transaction permitted by Article Eight, such transaction shall not be deemed to be a dissolution, winding up, liquidation or reorganization of the Company for purposes of this Section. 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. Upon any distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Sections 601 and 602, and the Holders of Securities of any series or of any coupon appertaining thereto shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up or liquidation proceeding, or bankruptcy or reorganization case, is pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to such Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company and other Indebtedness of the Company, the amount thereof payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Securities Subordinated to Prior Payment of All Senior. Debt Indebtedness on Dissolution, Liquidation or Reorganization. -------------------------------------------------- ---------------------------------------------------------- Upon any distribution of assets of either Issuer or any Guarantor the Company upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer or any Guarantor the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities: (a) the holders of all Senior Debt of such Issuer or such Guarantor, if any, as applicable, will Indebtedness shall first be entitled to receive payment on account of all principal of, premium, if any, interest on and fees and other amounts payable in respect of such Senior Debt payments in full in cash (or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents have such payment duly provided for) before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of the principal of, premium, if any, and interest or Additional Amounts on on, with respect to the Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; andSecurities); (b) any payment or distribution of assets of such Issuer or such Guarantor, if any, the Company of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIIISecurities) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off setoff or otherwise), except for the provisions of this Article VIIIXI, will shall be paid by the liquidating trustee or agent or other person Person making such a payment or distribution directly to the holders of such Senior Debt Indebtedness or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on of all such Senior Debt Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior DebtIndebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities), shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of the principal of or interest on the Securities before all Senior Indebtedness is paid in full, such payment or distribution (subject to the provisions of Section 11.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, or their respective representative, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions and all provisions therefor to or for the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee of the amounts then due and owing on such 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 such Senior Indebtedness.

Securities Subordinated to Prior Payment of All Senior. Debt Indebtedness on Dissolution, Liquidation Liquidation, Reorganization, Etc., of the Company. ------------------------------------------------------------------------------ Upon the payment or Reorganization. -------------------------------------------------- Upon any distribution of the assets of either Issuer the Company of any kind or character, whether in cash, property or securities (including any Guarantor collateral at any time securing the Securities), to creditors upon any dissolution, winding winding-up, total or partial liquidation or reorganization of either Issuer or any Guarantor the Company (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, receivership or a similar proceeding proceedings, or upon an assignment for the benefit of creditors creditors, or any marshalling other marshaling of the assets and liabilities of the Company, or liabilitiesin any similar proceedings), then in such event: (a) the all Senior Indebtedness shall first be paid in full, in cash or other payment satisfactory to holders of all Senior Debt of such Issuer or such GuarantorIndebtedness, before any payment is made with respect to Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, as applicableRestated Principal Amount, will first be entitled to receive payment on account of all principal ofRedemption Price, premiumRepurchase Price, Change in Control Purchase Price and interest, if any, interest on and fees and other amounts payable in respect of such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders of Subordinated Debt Securities are entitled to receive any payment on account of principal of, premium, if any, and interest or Additional Amounts on the Securities (collectively, the "Subordinated Debt Securities, including any repurchase of Subordinated Debt Securities and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; andSecurity Obligations"); (b) any payment or distribution of assets of such Issuer or such Guarantor, if any, the Company of any kind or character from any sourcecharacter, whether in cash, property or securities (other than payments by way securities of the issuance Company as reorganized or readjusted, or securities of Junior Securities the Company or from any other person provided for by a plan of reorganization or readjustment, junior, or the trust described payment of which is otherwise subordinate, at least to the extent provided in this Article VIII5, with respect to the Securities, to the payment of all Senior Indebtedness) to which the Holders of Subordinated Debt Securities or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the provisions of this Article VIII5, will including any such payment or distribution which may be payable or deliverable by reason of the payment of another debt of the Company being subordinated to the payment of the Securities, shall be paid or delivered by the liquidating trustee or agent any debtor, custodian or other person making such a payment or distribution distribution, directly to the holders of such the Senior Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness 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 payment of all Senior Indebtedness remaining unpaid, to the extent necessary to make payment pay all Senior Indebtedness in full full, in cash or Cash Equivalents on all such other payment satisfactory to holders of Senior Debt remaining unpaidIndebtedness, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section 5.2, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, junior, or the payment of which is otherwise subordinate, at least to the extent provided for in this Article 5, with respect to the Securities, to the payment of all Senior Indebtedness), shall be received by the Trustee or any Paying Agent or the Holders before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to holders of Senior Indebtedness, such payment or distribution (subject to the provisions of Sections 5.6 and 5.7) shall be held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee, such Paying Agent or such Holders, as the case may be, to, the holders of Senior Indebtedness remaining unpaid or unprovided for, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness 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 all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the benefit of 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. Upon any distribution of assets of the Company referred to in this Article 5, the Trustee and the Holders shall be entitled to rely conclusively upon any order or decree by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceeding is pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5.