Common use of Securities Subordinated to Prior Payment Clause in Contracts

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits of creditors or otherwise): (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or 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 Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6, 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 paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; and (c) in the event that notwithstanding the foregoing provisions of this Section 6.03, any payment or distribution of assets of the Company of any kind or character whether in cash, property or 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 on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. 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 of the Company Debt on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits benefit of creditors or otherwise):): 33 (a) the holders of all Senior Indebtedness of the Company Debt shall first be entitled to receive payment payments in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities; ; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Ten with respect to the Securities, to the payment in full without diminution or modification by such plan of all Senior Debt), to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6, 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 SecuritiesTen, shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company Debt or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company Debt may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company Debt held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesDebt; and and (c) in the event that notwithstanding the foregoing provisions of this Section 6.0310.03, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any such payment other corporation provided for by a plan of reorganization or distribution which may be payable or deliverable by reason of readjustment the payment of any other indebtedness of which is subordinate, at least to the Company being subordinated extent provided in this Article Ten with respect to the Securities, to the payment in full without diminution or modification by such plan of the Securitiesall Senior Debt), shall be received by the Trustee or the Holders of the Securities on account of principal of or interest on the Securities before all Senior Indebtedness of the Company Debt is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 10.06 and 6.0710.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company Debt remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company Debt may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company Debt until all such Senior Indebtedness of the Company Debt 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesDebt. 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 of the Company Debt on Dissolution, Liquidation or Reorganization of the CompanyReorganization. Upon any distribution of assets of the Company in or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings similar proceeding or upon an assignment for the benefits benefit of creditors or otherwise):creditors: (a1) the holders of all Senior Indebtedness Debt of the Company shall first be entitled to receive payment payments in full of the principal thereof and interest due thereon before the Holders of the Securities of any series are entitled to receive any payment on account of the principal of of, premium (if any) or interest on the Securitiesor any Additional Amounts with respect to Securities of such series; (b2) 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 Securities of any series or the Trustee on behalf of the such Holders of the Securities would be entitled entitled, except for the provisions of this Article 6, 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 SecuritiesX, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of the such Senior Indebtedness of the Company Debt or their representative, or ratably according to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company Debt held or represented by each), to the extent necessary to make payment in full of all such Senior Indebtedness of the Company Debt remaining unpaid, unpaid after giving effect to any all concurrent payment or distribution or provision therefor payments and distributions to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesDebt; and (c3) in the event that that, notwithstanding the foregoing provisions of this Section 6.03foregoing, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or 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 Securities of any series or any Paying Agent (or, if the Securities Company or any Subsidiary is acting as the Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of the principal of of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Indebtedness Debt of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07Section 10.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for and shall be paid over to the benefit of the holders of the such Senior Indebtedness of the Company remaining unpaid or unprovided for Debt, or their representativerespective representatives, or ratably according to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment respective amounts of such Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment as provided herein of the Company until all such Senior Indebtedness of the Company shall have been paid in full, Debt remaining unpaid after giving effect to all concurrent payments and distributions and all provisions therefor to or for the holders of such Senior Debt, but only to the extent that as to any concurrent payment or distribution or provision therefor holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness Debt 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 Companyamounts then due and owing on such Senior Debt, except that Holders of if any, held by such holder and only the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. The Company shall give prompt written notice amounts specified in such notices to the Trustee shall be paid to the holders of any dissolution, winding up, liquidation or reorganization of the Companysuch Senior Debt.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the CompanyReorganization. Upon any distribution of assets of the Company in or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings similar proceeding or upon an assignment for the benefits benefit of creditors or otherwise):creditors: (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment payments in full of the principal thereof and interest due thereon before the Holders of the Securities of any series are entitled to receive any payment on account of the principal of of, premium (if any) or interest on or any Additional Amounts with respect to such Securities (other than Junior securities of the SecuritiesCompany); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than Junior securities of the Company), to which the Holders of the Securities of any series or the Trustee on behalf of the such Holders of the Securities would be entitled entitled, except for the provisions of this Article 6, 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 SecuritiesX, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of the such Senior Indebtedness of the Company or their representative, or ratably according to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all such Senior Indebtedness of the Company remaining unpaid, unpaid after giving effect to any all concurrent payment or distribution or provision therefor payments and distributions to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 6.03foregoing, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason securities (other than Junior securities of the payment of any other indebtedness of the Company being subordinated to the payment of the SecuritiesCompany), shall be received by the Trustee or the Holders of Securities of any series or any Paying Agent (or, if the Securities 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 of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07Section 10.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for and shall be paid over to the benefit of the holders of the such Senior Indebtedness of the Company remaining unpaid or unprovided for Indebtedness, or their representativerespective representatives, or ratably according to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of the Company until all such Senior Indebtedness of the Company shall have been paid in full, 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 concurrent payment or distribution or provision therefor 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 Companyamounts then due and owing on such Senior Indebtedness, except that Holders of if any, held by such holder and only the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. The Company shall give prompt written notice amounts specified in such notices to the Trustee shall be paid to the holders of any dissolution, winding up, liquidation or reorganization of the Companysuch Senior Indebtedness.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits of creditors or otherwise): (a) a. the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities; (b) 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 Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6, 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 paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; and (c) c. in the event that notwithstanding the foregoing provisions of this Section 6.03, any payment or distribution of assets of the Company of any kind or character whether in cash, property or 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 on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. 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 Of All Senior ------------------------------------------------------ Indebtedness of the Company on On Dissolution, Liquidation or Reorganization of the CompanyOr Reorganization. ---------------------------------------------------------- Upon any distribution of assets of the Company in upon any dissolution, winding up, total or partial liquidation or reorganization of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings a similar proceeding or upon an assignment for the benefits benefit of creditors or otherwise):any marshaling of assets or liabilities: (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment payments in full of the principal thereof and interest due thereon (or have such payment duly provided for) before the Holders of the Securities are entitled to receive any payment on account of the principal of of, premium, if any, and interest (including any Additional Amounts or interest on Additional Interest) on, the Securities (other than payment in Junior Securities); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, securities (other than payment in Junior Securities) to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled (by setoff or otherwise), except for the provisions of this Article 6, 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 Securities11, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or representatives ratably according to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid such Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all such Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 6.03foregoing, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any securities (other indebtedness of the Company being subordinated to the payment of the 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 Securities 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 (including any Additional Amounts or Additional Interest) on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07Section 11.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for and shall be paid over to the benefit of the holders of the such Senior Indebtedness of the Company remaining unpaid or unprovided for Indebtedness, or their representativerespective representatives, or ratably according to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of the Company until all such Senior Indebtedness of the Company shall have been paid in full, 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 concurrent payment or distribution or provision therefor 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 Companyamounts then due and owing on such Senior Indebtedness, except that Holders of if any, held by such holder, and only the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. The Company shall give prompt written notice amounts specified in such notices to the Trustee shall be paid to the holders of any dissolution, winding up, liquidation or reorganization of the Companysuch Senior Indebtedness.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the CompanyReorganization. Upon any distribution of assets of the Company in upon any dissolution, winding up, total or partial liquidation or reorganization of the Company (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings similar proceeding or upon an assignment for the benefits benefit of creditors or otherwise):any marshalling of assets or liabilities: (a) the holders of all Senior Indebtedness of the Company shall will first be entitled to receive payment in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement to have such payment duly provided for), or with respect to any holder, otherwise to the extent such holders expressly acknowledge satisfaction of the principal thereof and interest amounts due thereon in settlement other than in 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 the Securities are entitled to receive any payment on account of the principal of or of, premium, if any, and interest on the SecuritiesSecurities (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction); (b) any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securities, securities (other than with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction) to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled entitled, except for the provisions of this Article 612, 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 will be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of the such Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of on all such Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 6.03foregoing, any payment or distribution of assets of the Company of any kind or character from any source, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of securities (excluding payments made with Junior Securities issued in connection with a reorganization pursuant to the payment Bankruptcy Laws of any other indebtedness of the Company being subordinated to the payment of the Securitiesjurisdiction), shall be received by the Trustee or the Holders of or any Paying Agent (or, if the Securities 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 principal any principal, premium, interest, or other obligation for the payment of or interest on money in respect of the Securities Securities, before all Senior Indebtedness of the Company is paid in full, full in cash or effective provision made for its paymentCash Equivalents, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07Section 12.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for and shall be paid over to the benefit of the holders of the such Senior Indebtedness of the Company remaining unpaid or unprovided for Indebtedness, or their representativerespective representatives, or ratably according to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of the Company until all such Senior Indebtedness of the Company shall have been paid in full, Indebted ness 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 concurrent payment or distribution or provision therefor 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 Companyamounts then due and owing on such Senior Indebtedness, except that Holders of if any, held by such holder and only the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. The Company shall give prompt written notice amounts specified in such notices to the Trustee shall be paid to the holders of any dissolution, winding up, liquidation or reorganization of the Companysuch Senior Indebtedness.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company ------------------------------------------------------ Debt on Dissolution, Liquidation or Reorganization of the CompanyReorganization. -------------------------------------------------- Upon any distribution of assets of the Company in Company, the Parent or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of the Company (Company, the Parent or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings a similar proceeding or upon an assignment for the benefits benefit of creditors or otherwise):any marshalling of assets or liabilities: (a) the holders of all Senior Indebtedness Debt of the Company shall Company, the Parent or such Guarantor, as applicable, will first be entitled to receive payment in full in cash or Cash Equivalents (or have such payment duly provided for in accordance with the terms thereof) or otherwise to the extent holders accept satisfaction of the principal thereof and interest amounts due thereon by settlement in other than cash or Cash Equivalents before the Holders of the Securities are entitled to receive any payment on account of any Obligation in respect of the Securities, including the principal of or of, premium, if any, and interest on the Securities (or liquidated damages pursuant to the Registration Rights Agreement) (other than Junior Securities;); and (b) any payment or distribution of assets of the Company Company, the Parent or such Guarantor of any kind or charactercharacter from any source, whether in cash, property or securities, securities (other than Junior Securities) to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled (by set-off or otherwise), except for the subordination provisions of contained in this Article 6Indenture, 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 will be paid by the liquidating trustee or agent or other Person person making such a payment or distribution directly to the holders of the such Senior Indebtedness of the Company Debt or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of (or have such payment duly provided for) on all such Senior Indebtedness of the Company Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; and (c) in the event that notwithstanding the foregoing provisions of this Section 6.03, any payment or distribution of assets of the Company of any kind or character whether in cash, property or 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 on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the CompanyDebt.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits benefit of creditors or otherwise): (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment in full of the principal thereof thereof, premium, if any, and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or 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 Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6Eleven, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the CompanyIndebtedness, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; and (c) in the event that notwithstanding the foregoing provisions of this Section 6.0311.03, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities on account of principal of of, premium, if any, or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 11.06 and 6.0711.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee Trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company 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 of the CompanyIndebtedness, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities. 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 of the Company on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits benefit of creditors or otherwise): (a) the The holders of all Senior Indebtedness of the Company first shall first be entitled to receive payment in full of the principal thereof of and any premium and interest due thereon on Senior Indebtedness before the Holders holders of the Securities are entitled to receive any payment on account of the principal of or any premium or interest on the Securities (other than payment in shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof that at the time may be outstanding, except to the extent that such stock and securities received in lieu of Senior Indebtedness by their terms are expressly not superior in right of payment to the Securities;). (b) any Any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding), to which the Holders holders of the Securities or the Trustee on behalf of the Holders of the Securities and any related coupons would be entitled except for the provisions of this Article 6, 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 SecuritiesSection 3.03, shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders of the Senior Indebtedness of the Company or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each)issued, to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor for such Senior Indebtedness to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; andIndebtedness. (c) in In the event that notwithstanding the foregoing provisions of this Section 6.033.03, any payment or distribution of assets of the Company of any kind or character character, whether such payment shall be in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason securities (other than shares of the payment of any other indebtedness stock of the Company being as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof that at the time may be outstanding, except to the extent that such stock and securities received in lieu of Senior Indebtedness by their terms are expressly not superior in right of payment of the Securities), and the Company shall be received by have made payment to the Trustee or directly to the Holders holders of the Securities on account of principal of or any premium or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 Section 3.06 and 6.07Section 3.07) shall be received and held in trust for and shall be paid over by the Trustee or the holders of the Securities to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representativerepresentative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above)issued, for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor for such Senior Indebtedness to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness Indebtedness. (d) The consolidation of the Company to at least with, or the same extent as merger of the Securities. The Company shall give prompt written notice to into, another Person or the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article X shall not be deemed a dissolution, winding up, liquidation or reorganization of the Company for the purposes of this Section 3.03 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, as a part of such consolidation, merger, conveyance, transfer or lease, shall comply with the conditions set forth in Article X.

Securities Subordinated to Prior Payment. of All Senior Indebtedness of the Company Debt on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits benefit of creditors or otherwise):): 32 (a) the holders of all Senior Indebtedness of the Company Debt shall first be entitled to receive payment payments in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities; ; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Ten with respect to the Securities, to the payment in full without diminution or modification by such plan of all Senior Debt), to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6, 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 SecuritiesTen, shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company Debt or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company Debt may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company Debt held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesDebt; and and (c) in the event that notwithstanding the foregoing provisions of this Section 6.0310.03, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any such payment other corporation provided for by a plan of reorganization or distribution which may be payable or deliverable by reason of readjustment the payment of any other indebtedness of which is subordinate, at least to the Company being subordinated extent provided in this Article Ten with respect to the Securities, to the payment in full without diminution or modification by such plan of the Securitiesall Senior Debt), shall be received by the Trustee or the Holders of the Securities on account of principal of or interest on the Securities before all Senior Indebtedness of the Company Debt is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 10.06 and 6.0710.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company Debt remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company Debt may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company Debt until all such Senior Indebtedness of the Company Debt 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesDebt. 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 of the Company on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization payment on behalf of the Company (whether with respect to the Securities in bankruptcy, insolvency the event of any Insolvency or receivership proceedings or upon an assignment for Liquidation Proceeding with respect to the benefits of creditors or otherwise):Company: (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment in full of the principal thereof and interest due thereon such Senior Indebtedness before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any cash, property or security on account of the principal of or interest on or any other payment with respect to the Securities; (b) any direct or indirect payment or distribution of assets of or on behalf of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6Ten (including specifically, including without limitation, any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such Insolvency or Liquidation Proceeding), shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each)Representative, to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, whether or not due, including specifically, without limitation, all Post-Commencement Amounts, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness; and (c) in the event that notwithstanding the foregoing provisions of this Section 6.0310.03, any direct or indirect payment or distribution of assets of or on behalf of the Company of any kind or character character, whether in cash, property or securities, shall be received by the Trustee or the Holders on account of any principal of or interest on the Securities (including specifically, without limitation, any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company being subordinated to the payment of the Securities, shall which may be received by the Trustee payable or the Holders deliverable in respect of the Securities on account of principal of in any such Insolvency or interest on the Securities Liquidation Proceeding) before all Senior Indebtedness of the Company is paid in full, whether or effective provision made for its paymentnot due, including specifically, without limitation, all Post-Commencement Amounts, such payment or distribution (subject subject, with regard to the Trustee, to the provisions of Sections 6.06 10.06 and 6.0710.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above)Representative, for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company shall have been paid in fullfull whether or not due, including specifically, without limitation, all Post-Commencement Amounts, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness. 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 of the Company Debt on Dissolution, Liquidation or Reorganization of the 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 total or partial liquidation, dissolution, winding winding-up, liquidation reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Company (whether or in a bankruptcy, insolvency reorganization, insolvency, receivership or receivership proceedings other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon an assignment all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the benefits satisfaction of creditors or otherwise): (a) the holders of all Senior Indebtedness Debt, before any payment or distribution of any kind or character is made on account of any Obligations on or relating to the Company shall first be entitled to receive payment in full Securities, or for the acquisition of the principal thereof and interest due thereon before the Holders any of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account of the principal of such dissolution, winding-up, liquidation, reorganization, receivership or interest on the Securities; (b) 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 Securities or the Trustee on behalf of the Holders of the Securities under this Indenture would be entitled entitled, except for the provisions of this Article 6, 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 Securitieshereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other Person making such payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued Debt (pro rata as to each such holder, representative or trustee holders on the basis of the respective amounts of unpaid Senior Indebtedness of the Company Debt held by such holders) or represented by each)their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to make which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full of all Senior Indebtedness of the Company remaining unpaid, 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 Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, except that Holders 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 Securities would Senior Debt or part thereof originally intended to be entitled satisfied shall be deemed to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent be reinstated and outstanding as the Securities; andif such payment had not occurred. (c) in In the event that that, notwithstanding the foregoing provisions of this Section 6.03foregoing, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited 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 on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its paymentthis Section 10.03, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07) shall be received and held in trust for the benefit of, and shall be paid over to or delivered to, the holders of Senior Debt (pro rata to such holders on the Senior Indebtedness basis of the Company remaining unpaid or unprovided for respective amount of Senior Debt held by such holders) or their representativerespective Representatives, or to the trustee or trustees under any indenture under pursuant to which any of such Senior Indebtedness of the Company Debt may have been issued (pro rata issued, as provided in subsection (b) above)their respective interests may appear, for application to the payment of such Senior Indebtedness of the Company Debt remaining unpaid until all such Senior Indebtedness of the Company shall have Debt has been paid in fullfull 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 of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation, partnership, trust or limited liability company or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets, to at least another corporation, partnership, trust or limited liability company upon the same extent terms and conditions provided in Article Five hereof and as long as permitted under the Securities. The Company terms of the Senior Debt shall give prompt written notice to the Trustee of any not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assume the Company's obligations hereunder in accordance with Article Five hereof.

Securities Subordinated to Prior Payment. of All ----------------------------------------------- Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization Liquidation, ------------------------------------------------ Reorganization, etc., of the Company. ------------------------------------ Upon any payment or distribution of the assets of the Company of any kind or character, whether in cash, property or securities (including any collateral at any time securing the Securities), to creditors upon any dissolution, winding winding-up, total or partial liquidation or reorganization of the Company (whether voluntary or involuntary, or in bankruptcy, insolvency or insolvency, reorganization, liquidation, receivership proceedings proceedings, or upon an assignment for the benefits benefit of creditors creditors, or any other marshalling of the assets and liabilities of the Company, or otherwise):), then in such event: (a) the holders of all Senior Indebtedness (including principal thereof, interest thereon and fees and expenses relating thereto) and the reasonable fees and expenses of the Company Trustee shall first be entitled to receive payment paid in full of the principal thereof and interest due thereon full, in cash, or have provision made for such payment, before the Holders of the Securities are entitled to receive any payment is made on account of the principal of or interest on the Securitiesindebtedness evidenced by the Securities or any deposit is made pursuant to Section 6.3; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted, or securities of the Company or any other company, trust or corporation provided for by a plan of reorganization or readjustment, junior, or the payment of which is otherwise subordinate, at least to the extent provided in this Article 5, with respect to the Securities, to the payment of all Senior Indebtedness at that time outstanding and to the payment of all securities issued in exchange therefor to the holders of the Senior Indebtedness at the time outstanding), to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 65, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness 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 person making such payment or distribution distribution, directly to the holders of the Senior Indebtedness of the Company 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 of the Company may have been issued (pro rata as issued, ratably according to each such holder, representative or trustee the aggregate amounts remaining unpaid on the basis account of the respective amounts of unpaid principal of, interest on and fees and expenses relating to the Senior Indebtedness of the Company held or represented by each), for application to payment of all Senior Indebtedness remaining unpaid, to the extent necessary to make payment in full of pay all Senior Indebtedness of the Company remaining unpaid, in full after giving effect to any concurrent payment or distribution distribution, or provision therefor therefor, to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness; and (c) in the event that that, notwithstanding the foregoing provisions of this Section 6.035.2, any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted, including or securities of the Company or any such payment other company, trust or distribution which may be payable corporation provided for by a plan of reorganization or deliverable by reason of readjustment, junior, or the payment of any other indebtedness of which is otherwise subordinate, at least to the Company being subordinated extent provided for in this Article 5, with respect to the Securities, to the payment of all Senior Indebtedness at the Securitiestime outstanding and to the payment of all securities issued in exchange therefor to the holders of Senior Indebtedness at the time outstanding), shall be received by the Trustee or the Holders of the Securities on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 5.6 and 6.075.7) shall be received and held in trust for the benefit of, and shall be immediately paid over or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company 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 of the Company may have been issued (pro rata as provided in subsection (b) above)issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, interest on and fees and expenses relating to the Senior Indebtedness held or represented by each, for application to the payment of such all Senior Indebtedness of remaining unpaid, to the Company until extent necessary to pay all such Senior Indebtedness of the Company shall have been paid in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor therefor, to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the SecuritiesIndebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding winding-up, liquidation or reorganization of the Company. Upon any distribution of assets of the Company referred to in this Article 5, the Trustee, subject to the provisions of Sections 9.1 and 9.2, and the Holders shall be entitled to rely 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.