Common use of Securities Subordinated to Prior Payment Clause in Contracts

Securities Subordinated to Prior Payment. of All Senior ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), except for the provisions of this Article X, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of Senior Indebtedness of the Company or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; 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 an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) 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 payments 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 Representative 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 ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- ----------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), except for the provisions of this Article X, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of Senior Indebtedness of the Company or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; 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 an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) 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 payments 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 Representative 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 ------------------------------------------------------ Indebtedness Debt on Dissolution, Liquidation or ReorganizationReorganization of Company. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other than Junior similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities) , or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders under this Indenture would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article Xhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other Person making such a payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the Company respective amounts of Senior Debt held by such holders) or their representative respective Representatives, or to the extent necessary trustee or trustees under any indenture pur- suant to make which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment in full of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness; andDebt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) in 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)securities, shall be received by the Trustee any Holder when such payment or the Holders or any Paying Agent (ordistribution is prohibited by this Section 10.03(c), if the Company or an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Indebtedness, Debt held by such holders) or their respective representativeRepresentatives, ratably according or to the respective amounts trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness held or represented by eachDebt may have been issued, as their respective interests may appear, for application to the extent necessary to make payments as provided herein payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid Debt has been paid in full in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) The consolidation of the Company with, but only or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the extent that terms and conditions provided in Article Five hereof and as to any holder long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such Senior Indebtednessconsolidation, as promptly as practical following notice from merger, conveyance or transfer, assume the Trustee to the Representative 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 Company's obligations hereunder in such notices to the Trustee shall be paid to the holders of such Senior Indebtednessaccordance with Article Five hereof.

Securities Subordinated to Prior Payment. of All Senior ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on on, and Liquidated Damages with respect to, the Securities (other than Junior Securities); (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), except for the provisions of this Article XXII, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of Senior Indebtedness of the Company or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; 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 an 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 of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.712.7) 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 payments 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 Representative 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 ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall will first be entitled to receive payments payment in full in cash or Cash Equivalents (or 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 all Senior Indebtedness amounts due 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 are entitled to receive any payment on account of the principal of, premium, if any, or and interest on the Securities (other than Junior SecuritiesSecurities 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 (other than with Junior SecuritiesSecurities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction) to which the Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article X12, shall 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 Indebtedness of the Company or their representative to the extent necessary to make payment in full of on all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securities (other than excluding payments made with Junior SecuritiesSecurities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company or an 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 any principal, premium, interest, or other obligation for the Securities payment of money in respect of the Securities, before all Senior Indebtedness of the Company is paid in fullfull in cash or Cash Equivalents, such payment or distribution (subject to the provisions of Section 10.712.07) 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 representativerepresentatives, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payments 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 fol lowing notice from the Trustee to the Representative 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 ------------------------------------------------------ Indebtedness Debt on Dissolution, Liquidation or ReorganizationReorganization of Company. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other than Junior similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on or relating to the Securities) , or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders under this Indenture would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article Xhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other Person making such a payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the Company respective amounts of Senior Debt held by such holders) or their representative 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 in full of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness; andDebt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) in 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)securities, shall be received by the Trustee any Holder when such payment or the Holders or any Paying Agent (ordistribution is prohibited by this Section 10.03, if the Company or an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Indebtedness, Debt held by such holders) or their respective representativeRepresentatives, ratably according or to the respective amounts trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness held or represented by eachDebt may have been issued, as their respective interests may appear, for application to the extent necessary to make payments as provided herein payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid Debt has been paid in full in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) The consolidation of the Company with, but only 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 another corporation, partnership, trust or limited liability company upon the extent that terms and conditions provided in Article Five hereof and as to any holder long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such Senior Indebtednessconsolidation, as promptly as practical following notice from merger, conveyance or transfer, assume the Trustee to the Representative 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 Company's obligations hereunder in such notices to the Trustee shall be paid to the holders of such Senior Indebtednessaccordance with Article Five hereof.

Securities Subordinated to Prior Payment. of All Senior ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or ReorganizationReorganization of Company. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, Company (whether voluntary or involuntary, in bankruptcy, insolvency, insolvency or receivership or a similar proceeding proceedings or upon an assignment for the benefit of creditors or any marshalling of assets or liabilities:otherwise): (a) the The holders of all Senior Indebtedness of the Company first shall first be entitled to receive payments payment in full in cash (or have such payment duly provided for) of all the principal of and any premium and interest due on Senior Indebtedness before the Holders holders of the Securities are entitled to receive any payment on account of the principal of, premium, if any, of or any premium or interest on the Securities (other than Junior 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 securities (other than Junior Securities) 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 or the Trustee on behalf holders of the Holders Securities and any related coupons would be entitled (by setoff or otherwise), except for the provisions of this Article XSection 3.03, shall be paid by the liquidating trustee or agent or other Person person making such a payment or distribution distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision for such Senior Indebtedness to the holders of such Senior Indebtedness; and. (c) in In the event that, that notwithstanding the foregoingforegoing provisions of this Section 3.03, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior shares of stock of the Company 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), shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company or an Affiliate holders of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) Securities on account of principal 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 Section 10.73.06 and Section 3.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of and shall be paid over to the holders of such the Senior IndebtednessIndebtedness remaining unpaid or unprovided for or their representative or representatives, or their respective representative, ratably according to the respective amounts trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness held or represented by eachmay have been issued, for application to the extent necessary to make payments as provided herein payment of such Senior Indebtedness until all such Senior Indebtedness remaining unpaid shall have been paid in full, after giving effect to all any concurrent payments and distributions and all provisions therefor to payment or distribution or provision 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 Representative 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. (d) The consolidation of the Company with, or the merger of the Company into, another Person or the dissolution, winding up, liquidation or reorganization of the 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 Debt on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets Reorganization of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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:Issuer. ---------------------------------------------------------------------- (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) Upon any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (securities, to creditors upon any total or partial liquidation, disso- lution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or in a total or partial bankruptcy, reorganization, insolvency, receivership or other than Junior similar proceeding relating to the Issuer or its respective properties, whether voluntary or involuntary, all Obligations due or to become due upon all existing and future Senior Debt shall first be paid in full in cash or Cash Equivalents before any payment or distribution of any kind or character is made on account of any Obligations on the Securities) , or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Issuer 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 under this Indenture would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article Xhereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other Person making such a payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the Company respective amounts of --- ---- Senior Debt held by such holders) or their representative 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 in full of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness; andDebt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) in In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Junior Securities)securities, shall be received by the Trustee or the Holders any Holder when such payment or any Paying Agent (ordistribution is prohibited by this Section 10.3, if the Company or an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the --- ---- basis of the respective amount of Senior Indebtedness, Debt held by such holders) or their respective representativeRepresentatives, ratably according or to the respective amounts trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness held or represented by eachDebt may have been issued, as their respective interests may appear, for application to the extent necessary to make payments as provided herein payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid Debt has been paid in full in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) The consolidation of the Issuer with, but only or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the extent that terms and conditions provided in Article Five and as to any holder long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such Senior Indebtednessconsolidation, as promptly as practical following notice from the Trustee to the Representative of merger, conveyance or transfer, assume 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 Issuer's obligations hereunder in such notices to the Trustee shall be paid to the holders of such Senior Indebtednessaccordance with Article Five.

Securities Subordinated to Prior Payment. of All Senior ------------------------------------------------------ Indebtedness Debt on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets Reorganization of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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:Issuer. (a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payments in full in cash (or have such payment duly provided for) of all Senior Indebtedness before the Holders are entitled to receive any payment on account of the principal of, premium, if any, or interest on the Securities (other than Junior Securities); (b) Upon any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property assets or securities securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its assets, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on or relating to the Securities (other than except that Holders may receive and retain Permitted Junior Securities) Securities and payments from the trusts described in Article Eight), or for the acquisition, defeasance or redemption of any of the Securities for cash or assets or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, assets or securities, to which the Holders or the Trustee on behalf of the Holders under this Indenture would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article Xhereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other Person making such a payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the Company respective amounts of Senior Debt held by such holders) or their representative 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 in full of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, 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 the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of the Issuer's obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness; andDebt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Ten, with any turnover of payments as otherwise calculated pursuant to this Article Ten to be made as if no such diminution had occurred. (c) in In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property assets or securities (other than Junior Securities)securities, shall be received by the Trustee or the Holders any Holder when such payment or any Paying Agent (ordistribution is prohibited by this Section 10.03, if the Company or an 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 Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Indebtedness, Debt held by such holders) or their respective representativeRepresentatives, ratably according or to the respective amounts trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness held or represented by eachDebt may have been issued, as their respective interests may appear, for application to the extent necessary to make payments as provided herein payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid Debt has been paid in full in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) The consolidation of the Issuer with, but only or the merger of the Issuer with or into, another corporation, partnership, trust or limited liability company or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another corporation, partnership, trust or limited liability company upon the extent that terms and conditions provided in Article Five hereof and as to any holder long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such Senior Indebtednessconsolidation, as promptly as practical following notice from merger, conveyance or transfer, assume the Trustee to the Representative 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 Issuer's obligations hereunder in such notices to the Trustee shall be paid to the holders of such Senior Indebtednessaccordance with Article Five hereof.

Securities Subordinated to Prior Payment. of All Senior ------------------------------------------------------ Indebtedness on Dissolution, Liquidation or Reorganization. ---------------------------------------------------------- Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of 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 Indebtedness of the Company shall will first be entitled to receive payments payment in full in cash or Cash Equivalents (or 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 all Senior Indebtedness amounts due 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 are entitled to receive any payment on account of the principal of, premium, if any, or and interest on the Securities (other than Junior SecuritiesSecurities 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 (other than with Junior SecuritiesSecurities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction) to which the Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise)entitled, except for the provisions of this Article X12, shall 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 Indebtedness of the Company or their representative to the extent necessary to make payment in full of on all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securities (other than excluding payments made with Junior SecuritiesSecurities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), shall be received by the Trustee or the Holders or any Paying Agent (or, if the Company or an 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 any principal, premium, interest, or other obligation for the Securities payment of money in respect of the Securities, before all Senior Indebtedness of the Company is paid in fullfull in cash or Cash Equivalents, such payment or distribution (subject to the provisions of Section 10.712.07) 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 representativerepresentatives, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payments 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 Representative 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.