Common use of Securities Subordinated to Prior Payment Clause in Contracts

Securities Subordinated to Prior Payment. of All Senior Debt on Dissolution, Liquidation or Reorganization. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of creditors: (a) the holders of all Senior Debt of the Company shall first be entitled to receive payments in full before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to Securities of such series (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 of Securities of any series or the Trustee on behalf of such Holders would be entitled, 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 such Senior Debt or their representative, ratably according to the respective amounts of Senior Debt held or represented by each, to the extent necessary to make payment in full of all such Senior Debt remaining unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Debt; 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 of Securities of any series or any Paying Agent (or, if the 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, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Debt of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.07) 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 Debt, or their respective representatives, ratably according to the respective amounts of such Senior Debt held or represented by each, to the extent necessary to make payment as provided herein of all such Senior 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 holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior 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 amounts then due and owing on such Senior Debt, 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 Debt.

Securities Subordinated to Prior Payment. of All Senior Debt on Dissolution, Liquidation or Liquidation, Reorganization, etc. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of creditors: (a) the holders of all Senior Debt of the Company shall first be entitled to receive payments in full before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to Securities of such series (other than Junior securities); (b) . 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-up, total or partial liquidation, reorganization, or recapitalization or readjustment of the Company or its property or securities (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, or upon an assignment for the benefit of creditors, or any other than Junior securitiesmarshalling of the assets and liabilities of the Company or otherwise), to which the Holders of Securities of any series or the Trustee on behalf of then in such Holders would be entitled, 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 event, (i) all holders of such Senior Debt or their representative, ratably according to the respective amounts of Senior Debt held or represented by each, shall first be entitled to the extent necessary to make receive payment in full full, in cash or Cash Equivalents, of all such Obligations in respect of Senior Debt remaining unpaid after giving effect to all concurrent payments before any payment is made on account of Obligations, including, without limitation, the Contingent Payments and distributions to any Make-Whole Amount, in respect of the holders of such Senior Debt; andSecurities; (cii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Company, of any kind or character, whether in cash, property or securities (other than than, to the extent issued in exchange for the Securities, Permitted Junior securitiesSecurities), to which the Holders, or the Trustee on behalf of the Holders, would be entitled except for the provisions of this Article XIII, shall be paid or delivered by any debtor or other person making such payment or distribution, directly to the holders of the Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, for application to payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to pay all Obligations in respect of Senior Debt in full, in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, any payment or distribution of assets of the Company, whether in cash, property or securities (other than, to the extent issued in exchange for the Securities, Permitted Junior Securities), shall be received by the Trustee or the Holders of Securities of any series or any Paying Agent (or, if the 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, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Obligations in respect of Senior Debt of the Company is are paid in full, in cash or Cash Equivalents, such payment or distribution (subject to the provisions of Section 10.07Sections 13.6 and 13.7) shall be received and held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee or such Holder or Paying Agent for Holders, as the benefit of case may be, to the holders of such Senior DebtDebt remaining unpaid or unprovided for, or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the respective aggregate amounts remaining unpaid on account of such the Obligations in respect of Senior Debt held or represented by each, for application to the payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to make payment as provided herein pay all Obligations in respect of all such Senior Debt remaining unpaid in full, in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions therefor to payment or for the holders of such Senior Debt, but only to the extent that as to any holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior 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 amounts then due and owing on such Senior Debt, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid distribution to the holders of such Senior Debt. Without limiting the foregoing, the Company shall give prompt written notice to the Trustee and any Paying Agent of any action or plan of dissolution, winding-up, liquidation or reorganization of the Company or any other facts known to it which would cause a payment to violate this Article XIII. Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 8.1 and Section 8.2, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceeding is pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Securities Subordinated to Prior Payment. of All Senior Debt Indebtedness on Dissolution, Liquidation Liqui- dation or Reorganization. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation liqui- dation 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: creditors or any marshalling of assets or liabilities: (a) the holders of all Senior Debt Indebtedness of the Company shall first be entitled to receive payments in full (or have such payment duly provided for) before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (premium, if any) or , interest on or any Additional on, and Addi- tional Amounts with respect to to, the Securities of such series (other than Junior securitiesSecurities); ; (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), Securities) to which the Holders of Securities of any series or the Trustee on behalf of such the Holders would be entitledentitled (by setoff or otherwise), except for the provisions of this Article XXII, shall be paid by the liquidating liqui- dating trustee or agent or other Person making such a payment pay- ment or distribution directly to the holders of such Senior Debt Indebtedness of the Company or their representative, ratably according to the respective amounts of Senior Debt held or represented by each, representative to the extent necessary to make payment in full of all such Senior Debt Indebtedness remaining unpaid unpaid, after giving effect to all any concurrent payments and distributions payment or distribution to the holders of such Senior DebtIndebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securities), shall be received by the Trustee or the Holders of Securities of any series or any Paying Agent (or, if the 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, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Debt of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.07) 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 Debt, or their respective representatives, ratably according to the respective amounts of such Senior Debt held or represented by each, to the extent necessary to make payment as provided herein of all such Senior 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 holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior 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 amounts then due and owing on such Senior Debt, 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 Debt.

Securities Subordinated to Prior Payment. of All Senior Debt on Dissolution, Liquidation or Liquidation, Reorganization, etc. Upon any distribution of assets of the Company or upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of creditors: (a) the holders of all Senior Debt of the Company shall first be entitled to receive payments in full before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (if any) or interest on or any Additional Amounts with respect to Securities of such series (other than Junior securities); (b) . 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-up, total or partial liquidation, reorganization, or recapitalization or readjustment of the Company or its property or securities (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, or upon an assignment for the benefit of creditors, or any other than Junior securitiesmarshalling of the assets and liabilities of the Company or otherwise), to which the Holders of Securities of any series or the Trustee on behalf of then in such Holders would be entitled, 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 event, (i) all holders of such Senior Debt or their representative, ratably according to the respective amounts of Senior Debt held or represented by each, shall first be entitled to the extent necessary to make receive payment in full full, in cash or Cash Equivalents, of all such Obligations in respect of Senior Debt remaining unpaid after giving effect to all concurrent payments before any payment is made on account of Obligations, including, without limitation, the Contingent Payments and distributions to any Make-Whole Amount, in respect of the holders of such Senior Debt; andSecurities; (cii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Company, of any kind or character, whether in cash, property or securities (other than than, to the extent issued in exchange for the Securities, Permitted Junior securitiesSecurities), to which the Holders, or the Trustee on behalf of the Holders, would be entitled except for the provisions of this Article XIII, shall be paid or delivered by any debtor or other person making such payment or distribution, directly to the holders of the Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, for application to payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to pay all Obligations in respect of Senior Debt in full, in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, any payment or distribution of assets of the Company, whether in cash, property or securities (other than, to the extent issued in exchange for the Securities, Permitted Junior Securities), shall be received by the Trustee or the Holders of Securities of any series or any Paying Agent (or, if the 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, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Obligations in respect of Senior Debt of the Company is are paid in full, in cash or Cash Equivalents, such payment or distribution (subject to the provisions of Section 10.07Sections 13.6 and 13.7) shall be received and held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee or such Holder or Paying Agent for Holders, as the benefit of case may be, to the holders of such Senior DebtDebt remaining unpaid or unprovided for, or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the respective aggregate amounts remaining unpaid on account of such the Obligations in respect of Senior Debt held or represented by each, for application to the payment of all Obligations in respect of Senior Debt remaining unpaid, to the extent necessary to make payment as provided herein pay all Obligations in respect of all such Senior Debt remaining unpaid in full, in cash or Cash Equivalents, after giving effect to all any concurrent payments and distributions and all provisions therefor to payment or for the holders of such Senior Debt, but only to the extent that as to any holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior 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 amounts then due and owing on such Senior Debt, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid distribution to the holders of such Senior Debt. Without limiting the foregoing, the Company shall give prompt written notice to the Trustee and any Paying Agent of any action or plan of dissolution, winding-up, liquidation or reorganization of the Company or any other facts known to it which would cause a payment to violate this Article XIII. Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 8.1 and Section 8.2, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceeding is pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other Debt of the Company, the amount thereof payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Securities Subordinated to Prior Payment. of All Senior Debt Indebtedness on Dissolution, Liquidation or Reorganization. Upon any distribution of assets of the Company or 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 creditorscreditors or any marshalling of assets or liabilities: (a) the holders of all Senior Debt Indebtedness of the Company shall first be entitled to receive payments in full (or have such payment duly provided for) before the Holders of Securities of any series are entitled to receive any payment on account of the principal of, premium (premium, if any) or , interest on or any Additional Amounts on, and Liquidated Damages with respect to to, the Securities of such series (other than Junior securitiesSecurities); (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), Securities) to which the Holders of Securities of any series or the Trustee on behalf of such the Holders would be entitledentitled (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 such Senior Debt Indebtedness of the Company or their representative, ratably according to the respective amounts of Senior Debt held or represented by each, representative to the extent necessary to make payment in full of all such Senior Debt Indebtedness remaining unpaid unpaid, after giving effect to all any concurrent payments and distributions payment or distribution to the holders of such Senior DebtIndebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Junior securitiesSecurities), shall be received by the Trustee or the Holders of Securities of any series or any Paying Agent (or, if the 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, premium (if any) or interest on or any Additional Amounts with respect to the Securities of such series before all Senior Debt Affiliate of the Company is paid in full, such payment or distribution (subject to the provisions of Section 10.07) 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 Debt, or their respective representatives, ratably according to the respective amounts of such Senior Debt held or represented by each, to the extent necessary to make payment acting as provided herein of all such Senior 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 holder of such Senior Debt, as promptly as practical following notice from the Trustee to the holders of such Senior 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 amounts then due and owing on such Senior Debt, 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 Debt.its own Paying