Common use of Securities Subordinated to Senior Indebtedness Clause in Contracts

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:

Securities Subordinated to Senior Indebtedness. The Company Issuer covenants and agrees, and each Holder of Securitiesa Security, by his its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon insolvency or bankruptcy proceedings or any dissolutionreceivership, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvencyliquidation, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling similar proceedings in respect of the assets and liabilities Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Company Issuer, whether or otherwisenot involving insolvency or bankruptcy, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) subject to the provisions of Section 14.02, that (x) a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Additional Amounts payable Senior Indebtedness, or (y) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (x) and (y) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 5.01 and such declaration shall not have been rescinded and annulled as provided in Section 5025.02, thenthen in any such case:

Securities Subordinated to Senior Indebtedness. The Company ---------------------------------------------- covenants and agrees, and each Holder of Securities, by his its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (any and premium, if any) and interest and any Additional Amounts all amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter incurred, assumed or guaranteed. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be ------------- continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts amount payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) Series shall have been declared due and payable pursuant to Section 502 and such ----------- declaration shall not have been rescinded and annulled as provided in Section ------- 502, then:: ---

Securities Subordinated to Senior Indebtedness. The Company Issuer covenants and agrees, and each Holder of Securitiesa Security, by his its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon insolvency or bankruptcy proceedings or any dissolutionreceivership, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvencyliquidation, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling similar proceedings in respect of the assets and liabilities Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Company Issuer, whether or otherwise, except a distribution in connection with a merger not involving insolvency or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eightbankruptcy, or (b) subject to the provisions of‎ Section 13.02 that (i) a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Additional Amounts payable Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 ‎Section 5.01 and such declaration shall not have been rescinded and annulled as provided in Section 502‎Section 5.01, then:

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (any and premium, if any) and interest and any Additional Amounts all amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter incurred, assumed or guaranteed. In the event (ax) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight9, or (by) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts amount payable in respect of any Senior Indebtedness, Indebtedness or (cz) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) Series shall have been declared due and payable pursuant to Section 502 5.01 and such declaration shall not have been rescinded and annulled as provided in Section 5025.01, then:

Securities Subordinated to Senior Indebtedness. The Company Issuer covenants and agrees, and each Holder of Securitiesthe Securities of any series, by his or her acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) ), interest, if any, on, and interest and any Additional Amounts Amounts, if any, payable in respect of each and all of the Securities of any series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company Issuer upon any dissolution, winding up, liquidation or reorganization of the Company Issuer whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuer or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company Ventas, Inc. which complies with the requirements of Article Eight5, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or and premium, if any) or interest on or any ), interest, if any, on, and Additional Amounts Amounts, if any, payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 5026.02) shall have been declared due and payable pursuant to Section 502 6.02 and such declaration shall not have been rescinded and annulled as provided in Section 5026.02, then:

Securities Subordinated to Senior Indebtedness. The ---------------------------------------------- Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or 108 premium, if any) or interest on or any Additional Amounts payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:

Securities Subordinated to Senior Indebtedness. The Company Corporation covenants and agreesagrees that anything in this Indenture or the Securities of any Series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each Series is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of SecuritiesSecurities of each Series, by his acceptance thereof, whether upon original issue or upon transfer or assignment thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities and provisions hereof. If the Corporation shall default in the payment of any principal of or interest on any Senior Indebtedness when the same becomes due and payable, whether at Maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Indebtedness 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 cash, property, securities, by setoff or otherwise) shall be made or agreed to be made on account of the principal of (and of, premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forthon, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on any of the Securities, or any Additional Amounts payable in respect of any Senior Indebtednessredemption, retirement, purchase or (c) that the principal other acquisition of any of the Securities other than those made in capital stock of any series the Corporation (or cash in the case lieu of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:fractional shares thereof).

Securities Subordinated to Senior Indebtedness. The Company Issuer covenants and agrees, and each Holder of Securitiesthe Securities of any series, by his or her acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) ), interest, if any, on, and interest and any Additional Amounts Amounts, if any, payable in respect of each and all of the Securities of any series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company Issuer upon any dissolution, winding up, liquidation or reorganization of the Company Issuer whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuer or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company Issuer which complies with the requirements of Article Eight5, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or and premium, if any) or interest on or any ), interest, if any, on, and Additional Amounts Amounts, if any, payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 5026.02) shall have been declared due and payable pursuant to Section 502 6.02 and such declaration shall not have been rescinded and annulled as provided in Section 5026.02, then:

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Securitiesa Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon insolvency or bankruptcy proceedings or any dissolutionreceivership, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvencyliquidation, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities similar proceedings in respect of the Company or otherwisea substantial part of its property, except a distribution in connection with a merger or consolidation of any proceedings for liquidation, dissolution or a conveyance or transfer of all or substantially all other winding up of the properties of the Company which complies with the requirements of Article EightCompany, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1302 that (i) a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Additional Amounts payable Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), 77 such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 501 and such declaration shall not have been rescinded and annulled as provided in Section 502, 501 then:

Securities Subordinated to Senior Indebtedness. The Company covenants and agreesagrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of SecuritiesSecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities and provisions hereof. Subject to Section 1504, if the Company shall default in the payment of any principal of or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Indebtedness 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 cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on any of the Securities, or any Additional Amounts payable in respect of any Senior Indebtednessredemption, retirement, purchase or (c) that the principal other acquisition of any of the Securities other than those made in capital stock of any series the Company (or cash in the case lieu of Original Issue Discount Securities, the portion fractional shares thereof) pursuant to Article Fourteen or otherwise made in capital stock of the principal amount thereof referred to Company (or cash in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:lieu of fractional shares thereof).

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:

Securities Subordinated to Senior Indebtedness. The Company ---------------------------------------------- covenants and agrees, and each Holder of Securities, by his his/her/its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (any and premium, if any) and interest and any Additional Amounts all amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter incurred, assumed or guaranteed. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be ------------- continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts amount payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) Series shall have been declared due and payable pursuant to Section 502 and such ----------- declaration shall not have been rescinded and annulled as provided in Section ------- 502, then:: ---

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (any and premium, if any) and interest and any Additional Amounts all amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter incurred, assumed or guaranteed. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article EightNine, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts amount payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) Series shall have been declared due and payable pursuant to Section 502 5.1 and such declaration shall not have been rescinded and annulled as provided in Section 5025.1, then:

Securities Subordinated to Senior Indebtedness. The Company covenants and agreesagrees that, anything in this Indenture or the Securities of any series to the contrary notwithstanding, the Indebtedness evidenced by the Securities of each series is subordinated and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of SecuritiesSecurities of each series, by his acceptance thereof, whether upon original issue or upon transfer or assignment thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities and provisions hereof. Subject to Section 13.4, if the Company shall default in the payment of the any principal of (and premium, if any) and interest and on or any Additional Amounts Amount payable in respect of each any Senior Indebtedness when the same becomes due and all payable, whether at maturity or at a date fixed for prepayment or by declaration of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company acceleration or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer then, upon written notice of all or substantially all of the properties of such default to the Company which complies with by the requirements holders of Article EightSenior Indebtedness or any trustee therefor, or (b) that a unless and until such default shall have occurred and been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set off or otherwise) shall be continuing with respect made or agreed to be made on account of the payment of principal of (or premiumof, if any) or interest on or any Additional Amounts payable in respect of any Senior Indebtednessof the Securities, or (c) that the principal in respect of any redemption, retirement, purchase or other acquisition of any of the Securities other than those made in capital stock of any series the Company (or cash in the case lieu of Original Issue Discount Securities, the portion fractional shares thereof) pursuant to Article XII or otherwise made in capital stock of the principal amount thereof referred to Company (or cash in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:lieu of fractional shares thereof).

Securities Subordinated to Senior Indebtedness. The Company covenants Issuers covenant and agreesagree, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company Issuers upon any dissolution, winding up, liquidation or reorganization of the Company Issuers whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuers or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company Issuers which complies with the requirements of Article Eight4, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on or any Additional Amounts payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:not

Securities Subordinated to Senior Indebtedness. The Company covenants and agreesagrees that anything in this Indenture or the Securities of any Series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each Series is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of SecuritiesSecurities of each Series, by his acceptance thereof, whether upon original issue or upon transfer or assignment thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities and provisions hereof. If the Company shall default in the payment of any principal of or interest on any Senior Indebtedness when the same becomes due and payable, whether at Maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness 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 cash, property, securities, by setoff or otherwise) shall be made or agreed to be made on account of the principal of (and of, premium, if any) and interest and any Additional Amounts payable in respect of each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forthon, in right of payment to the prior payment in full of Senior Indebtedness. In the event (a) of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of the Company which complies with the requirements of Article Eight, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (or premium, if any) or interest on any of the Securities, or any Additional Amounts payable in respect of any Senior Indebtednessredemption, retirement, purchase or (c) that the principal other acquisition of any of the Securities other than those made in capital stock of any series the Company (or cash in the case lieu of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 502) shall have been declared due and payable pursuant to Section 502 and such declaration shall not have been rescinded and annulled as provided in Section 502, then:fractional shares thereof).