Common use of No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in case, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest on a Note, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Note. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of a Note on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder of a Note, together with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest on the Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in clause (d) or (e) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. (c) In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder the Holders of a Notethe Securities, together with the holders of any obligations of the Company ranking on a parity with the NotesSecurities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest (including any Additional Interest) on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. 61

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during Corporation or the continuation of any Guarantor shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwiseotherwise (whether or not acceleration is declared), thenor if any judicial proceeding with respect to any such payment default is continuing, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt therefor, then unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Noteany of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a (a) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of Default creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, each holder as the case may be, the Holders of a NoteSecurities, together with the holders of any obligations of the Company Corporation or the Guarantor, as the case may be, ranking on a parity with the NotesSecurities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation or the Guarantor, respectively, ranking junior to the Notes Securities or the Guarantees, as the case may be, and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during Corporation or the continuation of any Guarantor shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation or the Guarantor, as the case may be, by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Noteany of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities or the Guarantees, respectively. (b) In the event of a (a) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of Default creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities or the Guarantees, respectively, on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, each holder as the case may be, the Holders of a Notethe Securities or the Guarantees, together with the holders of any obligations of the Company Corporation or the Guarantor, as the case may be, ranking on a parity with the NotesSecurities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation or the Guarantor, respectively, ranking junior to the Notes Securities or the Guarantees, as the case may be, and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be 82 received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. Notwithstanding anything to the contrary in this Section 12.2(a), the provisions of this Section 12.2(a) shall also apply for at least 180 days following receipt of notice by the Holders of any Wachovia Event of Default, unless and until the Holders have received written notice as provided in clause (a) or (b) In the event of a bankruptcy, insolvency or other similar proceeding described in the definition of Wachovia Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), contained herein) that the Wachovia Event of Default has been waived or the applicable Credit Facilities have been terminated and all Senior Debt (including any interest thereon accruing after outstanding thereunder has been paid. For at least 180 days following the commencement receipt of notice by the Holders and the Trustee of any such proceedings) Wachovia Event of Default, the Holders shall first be paid in full before not initiate or maintain any action to collect on the Securities and shall not accept any payment of any principal or distribution, interest on the Securities (whether in cash, securities or other property, shall be made to any holder of a Note on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of from the Company or the Guarantor) and shall not accept any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization principal or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder of a Note, together with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest on the Notes and such other obligations before Securities. For the avoidance of doubt, it is understood that any payment or other distribution, whether in cash, property or otherwise, shall be made on account notice of any capital stock or any obligations a Wachovia Event of the Company ranking junior to the Notes and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be Default received by the holder Holders or the Trustee, as the case may be, during any 180-day period referred to in contravention this Section 12.2(a) shall not trigger a new 180-day period, and the Holders or the Trustee, as the case may be, shall not be required to refrain from initiating or maintaining any such action for a period in excess of any 180 days in the aggregate for each Event of the terms hereof and before all Senior Debt shall have been paid in full, such 28Default.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in clause (d) or (e) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder the Holders of a Notethe Securities, together with the holders of any obligations of the Company ranking on a parity with the NotesSecurities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest (including any Additional Interest) on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in clause (d) or (e) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder of a Note, together with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest on the Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 2860

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in clause (d) or (e) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder the Holders of a Notethe Securities, together with the holders of any obligations of the Company ranking on a parity with the NotesSecurities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest (including any Additional Interest) on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during Corporation or the continuation of any Guarantor shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its respective Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation or the Guarantor, as the case may be, by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Noteany of the Securities or the Guarantees, respectively, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a (a) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to either of the Corporation or the Guarantor, its creditors or its property, (b) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation or the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation or the Guarantor for the benefit of Default creditors or (d) any other marshalling of the assets of the Corporation or the Guarantor (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation or the Guarantor, as the case may be (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series or the Guarantees thereon, as the case may be, shall be paid or delivered directly to the holders of Senior Debt of the Corporation or the Guarantor, respectively, in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's or the Guarantor's Senior Debt, each holder as the case may be, the Holders of a Notethe Securities, together with the holders of any obligations of the Company Corporation or the Guarantor, as the case may be, ranking on a parity with the NotesSecurities or the Guarantees, respectively (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation or the Guarantor, as the case may be, the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities or the Guarantees, as the case may be, and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation or the Guarantor, respectively, ranking junior to the Notes Securities or the Guarantees, as the case may be, and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or the Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities and the Guarantees, as the case may be, to the payment of all Senior Debt of the Corporation or the Guarantor, respectively, at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation or the Guarantor, as the case may be, shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation or the Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation or the Guarantor, as the case may be, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation or the Guarantor, as the case may be, is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or the Guarantor, as the case may be, or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation or the Guarantor, as the case may be, at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation or the Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation or the Guarantor, as the case may be, otherwise ranking on a parity with the Securities or Guarantees, respectively, or ranking junior to the Securities or Guarantees, respectively, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or Guarantees, as the case may be, or ranking junior to the Securities or the Guarantees, as the case may be.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. Notwithstanding anything to the contrary in this Section 12.2(a), the provisions of this Section 12.2(a) shall also apply for at least 180 days following receipt of notice by the Holders of any Wachovia Event of Default, unless and until the Holders have received written notice as provided in clause (a) or (b) In the event of a bankruptcy, insolvency or other similar proceeding described in the definition of Wachovia Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), contained herein) that the Wachovia Event of Default has been waived or the applicable Credit Facilities have been terminated and all Senior Debt (including any interest thereon accruing after outstanding thereunder has been paid. For at least 180 days following the commencement receipt of notice by the Holders of any such proceedings) Wachovia Event of Default, the Holders shall first be paid in full before not initiate or maintain any payment or distribution, action to collect on the Securities (whether in cash, securities or other property, shall be made to any holder of a Note on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of from the Company or the Guarantor) and shall not accept any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization principal or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder of a Note, together with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest on the Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account Securities. For at least 180 days following the receipt of notice by the Trustee of any capital stock Wachovia Event of Default, the Trustee shall not initiate or maintain any obligations of action to collect on the Company ranking junior to the Notes and such other obligations. Securities (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of from the Company or the Guarantor) and shall not accept any other entity provided for by a plan of reorganization or readjustment the payment of which any principal or interest on the Securities. For the avoidance of doubt, it is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment understood that any notice of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan a Wachovia Event of reorganization or readjustment) shall be Default received by the holder Holders or the Trustee, as the case may be, during any 180-day period referred to in contravention this Section 12.2(a) shall not trigger a new 180-day period, and the Holders or the Trustee, as the case may be, shall not be required to refrain from initiating or maintaining any such action for a period in excess of any 180- days in the aggregate for each Event of the terms hereof and before all Senior Debt shall have been paid in full, such 28Default.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on a Noteany of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in clause (e) or (f) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder the Holders of a Notethe Securities, together with the holders of any obligations of the Company ranking on a parity with the NotesSecurities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium premium, if any, and interest (including any Additional Interest) on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock Equity Interests or any obligations of the Company ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the NotesSecurities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during the continuation of any Corporation shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Note, any of the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) 170 In the event of a (i) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (ii) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Corporation for the benefit of Default creditors or (iv) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's Senior Debt, each holder Debt the Holders of a Note, the Securities together with the holders of any obligations of the Company Corporation ranking on a parity with the NotesSecurities (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during the continuation of any Corporation shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Note, any of the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) 181 In the event of a (i) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (ii) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Corporation for the benefit of Default creditors or (iv) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's Senior Debt, each holder Debt the Holders of a Note, the Securities together with the holders of any obligations of the Company Corporation ranking on a parity with the NotesSecurities (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during the continuation of any Corporation shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Note, any of the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a (i) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (ii) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Corporation for the benefit of Default creditors or (iv) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any 192 securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's Senior Debt, each holder Debt the Holders of a Note, the Securities together with the holders of any obligations of the Company Corporation ranking on a parity with the NotesSecurities (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or consent to the 193 filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In If the event and during the continuation of any Corporation shall default by the Company in the payment of any principal of (or any premium premium, if any) or interest on any of its Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note Corporation by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in casecash, property, securities, by set-set off or otherwise) shall be made or agreed to be made on account of the principal of (or any premium premium, if any) or interest (including any Additional Interest) on a Note, any of the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Noteany of the Securities. (b) In the event of a (i) any insolvency, bankruptcy, insolvency receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (ii) any proceeding described in for the definition liquidation, dissolution or other winding up of Event the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Corporation for the benefit of Default creditors or (iv) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a “"Proceeding”"), all Senior Debt of the Corporation (including any interest thereon accruing after the commencement of any such proceedings) ), shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder Holder of a Note any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes Securities of any series shall be paid or delivered directly to the holders of Senior Debt of the Corporation in accordance with the priorities then existing among such holders until all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to the Corporation's Senior Debt, each holder Debt the Holders of a Note, the Securities together with the holders of any obligations of the Company Corporation ranking on a parity with the NotesSecurities (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall be entitled to be paid from the remaining assets of the Company Corporation the amounts at the time due and owing on account of unpaid principal of (and any premium premium, if any) and interest on the Notes Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Corporation ranking junior to the Notes Securities and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company Corporation or any other entity corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness indebtedness evidenced by the Notes, Securities to the payment of all Senior Debt of the Corporation at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) ), shall be received by the holder Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt of the Corporation shall have been paid in full, such 28payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt of the Corporation at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation remaining unpaid, to the extent necessary to pay all such Senior Debt of the Corporation in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Corporation is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt of the Corporation or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt of the Corporation at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Corporation otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.