Common use of Liquidation; Dissolution Clause in Contracts

Liquidation; Dissolution. (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor Treasury with a certificate signed on behalf of the Credit Union Company by a Senior an Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in shares of stock of the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 3.2(a)(i) shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 3.2(a)(i).

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VII, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor with a certificate signed on behalf of the Credit Union Company by a Senior Executive Officer confirming that the Holder of the CDCI Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in shares of stock of the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the CDCI Senior Subordinated Securities or any other amounts which may be due on the CDCI Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the CDCI Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the CDCI Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the CDCI Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the CDCI Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a CDCI Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor with a certificate signed on behalf of the Credit Union Company by a Senior Executive Officer confirming that the Holder of the CDCI Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in shares of stock of the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the CDCI Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. (a) Upon any payment by Bankruptcy. In the Credit Union or distribution of assets of the Credit Union event of any kind Insolvency or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the Liquidation Proceeding: (1) holders of all Senior Indebtedness of the Credit Union will first Debt shall be entitled to receive payment in full in cash or Cash Equivalents of amounts all Obligations due on or in respect of such Senior Indebtedness, before any payment is made by Debt (including interest after the Credit Union on account commencement of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by proceeding at the Credit Union, or distribution of assets of rate specified in the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the applicable Senior Subordinated Securities would Debt) before Securityholders shall be entitled to receive from any payment with respect to the Credit Union, Securities (except that so long as the Securities are not treated in any Insolvency or Liquidation Proceeding as part of the same class of claims as the Senior Debt or any class of claim on a parity with or senior to the Senior Debt for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Securityholders may receive securities that are (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Unioni) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent provided as the Securities to (a) all unpaid Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) authorized by an order or decree of a court of competent jurisdiction in an Insolvency or Liquidation Proceeding which gives effect to the subordination of the Securities to all unpaid Senior Debt in a manner and with an effect which would be required if this parenthetical clause were not included in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, paragraph; provided that (i) such Senior Indebtedness Debt is assumed by the new corporation, partnership or other entity, if any, resulting from any such reorganization or readjustmentreadjustment and issuing such securities); and (2) until all Obligations in respect of Senior Debt (as provided in subsection (1) above) are paid in full in cash or Cash Equivalents, andany payment or distribution of any kind or character, whether in cash, securities or other property (including any 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) which may be payable or deliverable in respect of the Securities in any such Insolvency or Liquidation Proceeding shall be made to holders of Senior Debt (pro rata on the basis of the respective amounts of Senior Debt held by them). For the purposes hereof, the amount of Senior Debt shall include, without limitation, the undrawn amounts of any outstanding letters of credit and the amounts that will be owing to the holders of Senior Debt upon the termination of any outstanding derivative contracts.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor with a certificate signed on behalf of the Credit Union Company by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 3.2(a)(i) shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 3.2(a)(i).

Liquidation; Dissolution. ‌ (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities Debt or any other amounts which may be due on the Senior Subordinated Securities Debt pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Debt would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Debt under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities.Debt.‌‌‌‌‌‌‌ (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesDebt, before the amounts of all Senior Indebtedness is isare paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities Debt should pay or deliver such amounts to the holders of such Senior Indebtedness.Indebtedness.‌‌ (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities Debt to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Credit Union with, or the merger of the Credit Union into, another person or the liquidation or dissolution of the Credit Union following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.‌‌‌‌‌‌‌‌‌

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Bank or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionBank, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Bank will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Bank on account of the principal of or interest on the CDCI Senior Subordinated Securities or any other amounts which may be due on the CDCI Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionBank, or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, which the Holder of the CDCI Senior Subordinated Securities would be entitled to receive from the Credit UnionBank, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Bank or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the CDCI Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Bank (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionBank) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the CDCI Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Bank of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the CDCI Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a CDCI Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionBank, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Bank shall provide Investor with a certificate signed on behalf of the Credit Union Bank by a Senior Executive Officer confirming that the Holder of the CDCI Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union Bank as reorganized or readjusted, or securities of the Credit Union Bank or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the CDCI Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Recipient or distribution of assets of the Credit Union Recipient of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionRecipient, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Recipient will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Recipient on account of the principal of or interest on the Senior Subordinated Securities Debt or any other amounts which may be due on the Senior Subordinated Securities Debt pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionRecipient, or distribution of assets of the Credit Union Recipient of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Debt would be entitled to receive from the Credit UnionRecipient, except for the provisions of this Article VII, shall be paid by the Credit Union Recipient or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Debt under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Recipient (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionRecipient) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the athe Holder of the Senior Subordinated Securities.Debt.‌ (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Recipient of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesDebt, before the amounts of all Senior Indebtedness is isare paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionRecipient, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Recipient shall provide Investor with a certificate signed on behalf of the Credit Union Recipient by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities Debt should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in Equity of the Credit Union Recipient as reorganized or readjusted, or securities of the Credit Union Recipient or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities Debt to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Recipient with, or the merger of the Recipient into, another person or the liquidation or dissolution of the Recipient following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.

Liquidation; Dissolution. (a) Bankruptcy. ---------- Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, dissolution or winding-up, up or liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, the holders of all amounts due upon all Senior Indebtedness of the Credit Union will Company shall first be entitled to receive paid in full, or payment thereof provided for in full of amounts due on or money in respect of such Senior Indebtednessaccordance with its terms, before any payment is made by the Credit Union Company, on account of the principal of (and premium, if any) or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof)Debt Securities; and upon any such dissolution, dissolution or winding-up, up or liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to which the Holder of Securityholders or the Senior Subordinated Securities Trustee would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIXV, shall be paid by the Credit Union Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holder of Securityholders or by the Senior Subordinated Securities Trustee under this Agreement Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of Securityholders or to the Senior Subordinated Securities. (b) Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a)character, whether in cash, property or securities, prohibited by the foregoing, shall be received by any Holder of the Senior Subordinated Securities, Trustee before the amounts of all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness of the Company, remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIXV, the words “"cash, property or securities” " shall not be deemed to include Capital Interests in shares of stock of the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII XV with respect to the Senior Subordinated Debt Securities to the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such 60 68 holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Bank or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-winding- up, liquidation or reorganization of the Credit UnionBank, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Bank will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Bank on account of the principal of or interest on the Senior Subordinated Securities Notes or any other amounts which may be due on the Senior Subordinated Securities Notes pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionBank, or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Notes would be entitled to receive from the Credit UnionBank, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Bank or by any receiver, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Notes under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Bank (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionBank) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated SecuritiesNotes. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Bank of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesNotes, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated SecurityNote, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionBank, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Mutual Capital Interests in the Credit Union Bank as reorganized or readjusted, or securities of the Credit Union Bank or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated Securities Notes to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Bank with, or the merger of the Bank into, another Person or the liquidation or dissolution of the Bank following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Section 5.7 of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 5.7 of this Agreement.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Recipient or distribution of assets of the Credit Union Recipient of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionRecipient, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Recipient will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Recipient on account of the principal of or interest on the Senior Subordinated Securities Debt or any other amounts which may be due on the Senior Subordinated Securities Debt pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionRecipient, or distribution of assets of the Credit Union Recipient of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Debt would be entitled to receive from the Credit UnionRecipient, except for the provisions of this Article VII, shall be paid by the Credit Union Recipient or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Debt under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Recipient (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionRecipient) or their representative or representatives, or to the trustee or trustees under any indenture pursuant pursuant‌ to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated SecuritiesDebt. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Recipient of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesDebt, before the amounts of all Senior Indebtedness is are paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionRecipient, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Recipient shall provide Investor with a certificate signed on behalf of the Credit Union Recipient by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities Debt should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in Equity of the Credit Union Recipient as reorganized or readjusted, or securities of the Credit Union Recipient or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities Debt to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Recipient with, or the merger of the Recipient into, another person or the liquidation or dissolution of the Recipient following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Bank or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionBank, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Bank will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Bank on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionBank, or distribution of assets of the Credit Union Bank of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionBank, except for the provisions of this Article VII, shall be paid by the Credit Union Bank or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Bank (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionBank) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Bank of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionBank, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Bank shall provide Investor with a certificate signed on behalf of the Credit Union Bank by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union Bank as reorganized or readjusted, or securities of the Credit Union Bank or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. ‌ (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities Debt or any other amounts which may be due on the Senior Subordinated Securities Debt pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Debt would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Debt under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities.Debt.‌‌‌ (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesDebt, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer Officer‌‌ confirming that the Holder of the Senior Subordinated Securities Debt should pay or deliver such amounts to the holders of such Senior Indebtedness.Indebtedness.‌‌‌ (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities Debt to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Credit Union with, or the merger of the Credit Union into, another person or the liquidation or dissolution of the Credit Union following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.‌‌‌‌‌‌‌‌‌‌

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor Treasury with a certificate signed on behalf of the Credit Union Company by a Senior an Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in shares of stock of the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 3.2(a)(i) shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor Treasury with a certificate signed on behalf of the Credit Union Company by a Senior an Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union Company as reorganized or readjusted, or securities of the Credit Union Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 3.2(a)(i) shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 3.2(a)(i).

Liquidation; Dissolution. (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities Debt or any other amounts which may be due on the Senior Subordinated Securities Debt pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities Debt would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities Debt under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated SecuritiesDebt. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union of any kind or character prohibited by Section 7.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated SecuritiesDebt, before the amounts of all Senior Indebtedness is are paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities Debt should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities Debt to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Credit Union with, or the merger of the Credit Union into, another person or the liquidation or dissolution of the Credit Union following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 4.2(a) of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 4.2(a) of this Agreement.

Liquidation; Dissolution. BankruptcyThe payment of principal, interest and premium and Liquidated Damages, if any, on the Notes (awhether directly or pursuant to any Guarantee) will be subordinated to the prior payment in full of all Senior Debt of the Guarantors, including Senior Debt incurred after the date of this Indenture. Payments by any Guarantor of Principal, interest, premium, Liquidated Damages, if any, and other amounts with respect to the Notes (including without limitation, payments to purchase, redeem or retire same) or any Guarantee are referred to herein as "Subordinated Guarantee Payments." Upon any payment by the Credit Union or distribution of the assets of the Credit Union of any kind or character, whether in cash, property or securities, a Guarantor to creditors upon any dissolution, winding-up, a total or partial liquidation or reorganization a total or partial dissolution of the Credit Union, whether voluntary or involuntary a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to such Guarantor or its property, the holders of all Senior Indebtedness Debt of the Credit Union such Guarantor will first be entitled to receive payment in full in cash of amounts all Obligations due on or in respect of such Senior Indebtedness, before any payment is made by Debt (including interest after the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union commencement of any kind or characterbankruptcy proceeding at the rate specified in the applicable Senior Debt, whether in cash, property or securities, which not such interest is an allowed or allowable claim under applicable law) before the Holder holders of the Senior Subordinated Securities would Notes will be entitled to receive any Subordinated Guarantee Payments (other than Permitted Junior Securities) from such Guarantor, in the Credit Union, except for the provisions event of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder distribution to creditors of the Senior Subordinated Securities under this Agreement if received by them Guarantors: (a) in a liquidation or it, directly to the holders dissolution of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities.a Guarantor; (b) In the event thatin a bankruptcy, notwithstanding the foregoingreorganization, any payment insolvency, receivership or distribution of assets of the Credit Union of any kind similar proceeding relating to a Guarantor or character prohibited by Section 7.3(a), whether its property; (c) in cash, property or securities, shall be received by any Holder of the Senior Subordinated Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust an assignment for the benefit of and shall be paid over or delivered by creditors; or (d) in any Holder marshaling of a Senior Subordinated Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit Union, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union shall provide Investor with a certificate signed on behalf of the Credit Union by a Senior Executive Officer confirming that the Holder of the Senior Subordinated Securities should pay or deliver such amounts to the holders of such Senior IndebtednessGuarantor's assets and liabilities. (c) For purposes of this Article VII, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII with respect to the Senior Subordinated Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and

Liquidation; Dissolution. (a) Upon any payment by the Credit Union Company or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit UnionCompany, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union Company will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union Company on account of the principal of or interest on the Senior Subordinated EQ2 Securities or any other amounts which may be due on the Senior Subordinated EQ2 Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit UnionCompany, or distribution of assets of the Credit Union Company of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated EQ2 Securities would be entitled to receive from the Credit UnionCompany, except for the provisions of this Article VIIVI, shall be paid by the Credit Union Company or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated EQ2 Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union Company (pro rata to such holders on the basis of the respective amounts of Senior EQ2 Indebtedness held by such holders, as calculated by the Credit UnionCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated EQ2 Securities. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Credit Union Company of any kind or character prohibited by Section 7.3(a6.3(a), whether in cash, property or securities, shall be received by any Holder of the Senior Subordinated EQ2 Securities, before the amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Subordinated an EQ2 Security, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Credit UnionCompany, for application to the payment of all amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. In such event, the Credit Union Company shall provide Investor Treasury with a certificate signed on behalf of the Credit Union Company by a Senior an Executive Officer confirming that the Holder of the Senior Subordinated EQ2 Securities should pay or deliver such amounts to the holders of such Senior Indebtedness. (c) For purposes of this Article VIIVI, the words “cash, property or securities” shall not be deemed to include Capital Interests in the Credit Union as reorganized or readjusted, or securities of the Credit Union Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article VII VI with respect to the Senior Subordinated EQ2 Securities to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new entitycorporation, if any, resulting from any such reorganization or readjustment, andand (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Section 3.2(a), shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 3.2(a).