Common use of Prior Payment to Senior Indebtedness Upon Acceleration of Notes Clause in Contracts

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Notes). In the event that, notwithstanding the foregoing, the Corporation shall make any Notes Payment to the Trustee or any Holder of Notes prohibited by the foregoing provisions of this Article Four, and if such fact shall, at or prior to the time of such Notes Payment, have been made known to the Trustee pursuant to Section 4.10 or, as the case may be, such Holder, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the Corporation. The provisions of this Section 4.03 shall not apply to any Notes Payment with respect to which Section 4.02 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive (i) prompt written notice of such acceleration of the Notes, and (ii) payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, or or, with respect to this clause (ii) provision shall be made for such payment in cash money or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessmonies worth, before the Holders of the Notes are entitled to receive any Notes Payment payment (including any with the exception of payment which may be payable in Junior Securities, if acceptable to the Note Holders in their individual discretion) by reason the Company on account of the payment principal of any other indebtedness (or premium, if any) or interest on the Notes or on account of the Corporation being subordinated to the payment purchase or other acquisition of the Notes). In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article Four, and if Section 13.3 of such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to the Trustee pursuant to Section 4.10 Trustee, or, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the Corporationholders of Senior Indebtedness, or as a court of competent jurisdiction shall direct, for application to the payment of any due and unpaid Senior Indebtedness, to the extent necessary to pay all such due and unpaid Senior Indebtedness in cash or other immediately available funds, after giving effect to any concurrent payment to or for the holders of Senior Indebtedness. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 13.2 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, Indebtedness or provision shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesscash, before the Holders of the Notes are entitled to receive any Notes Payment payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation Company being subordinated to the payment of the Notes)) by the Company on account of the principal of (or premium, if any) or interest on the Notes or on account of the purchase or other acquisition of Notes; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve of the Base Indenture by delivering and crediting pursuant to Section 12.2 of the Base Indenture Notes which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article FourSection, and if such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to the Trustee pursuant to Section 4.10 or, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the CorporationCompany. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 3.2 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, Indebtedness from or provision shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory with respect to the holders of such Senior Indebtedness, assets constituting Convertible Note Collateral (but not otherwise) before the Holders of the Notes are entitled to receive any Notes Payment payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation Company or any other Obligor being subordinated to the payment of the Notes)Notes or the Guarantees, as applicable) by the Company or any other Obligor on account of the principal of or premium, if any, or interest on or other amounts due in respect of, the Notes or the Guarantees, as applicable, or on account of the purchase or other acquisition of Notes from or with respect to assets constituting Convertible Note Collateral. In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article FourSection from or with respect to the assets constituting Convertible Note Collateral (but not otherwise), and if such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to a Trust Officer of the Trustee pursuant to Section 4.10 orin writing, or such Holder, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the CorporationCompany. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 14.2 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and no payment or distribution of any kind or character, whether in such eventcash, properties or securities shall be made by the holders Company on account of the principal (including prepayment payments) of, or premium, if any, or interest on the Notes or on account of the purchase or other acquisition of Notes by the Company or any Subsidiary, until all amounts due on or in respect of Senior Indebtedness outstanding at the time of such Notes so become due and payable acceleration shall be entitled to receive payment have been paid in full to the holders of all amounts due or to become due on or in respect of all such Senior Indebtedness, or provision shall be made for such payment Indebtedness in cash or Cash Equivalents or otherwise in a manner other consideration satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Notes)or provision shall have been made for such payment. In the event that, notwithstanding the foregoing, any payment shall be received by the Corporation shall make any Notes Payment to the Trustee or any Holder of Notes any Note when such payment is prohibited by the foregoing provisions of this Article FourSection 13.03, such payment shall be held in trust for the benefit of, and if such fact shall, at or prior to the time of such Notes Payment, have been made known to the Trustee pursuant to Section 4.10 or, as the case may be, such Holder, then and in such event, such Notes Payment shall be paid over and or delivered forthwith to, the holders of Senior Indebtedness or their respective representatives, or to the Corporationtrustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Holder of the Note in writing, within 90 days of such payment. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 13.04 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes are entitled to receive any Notes Payment payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation Company or any other Obligor being subordinated to the payment of the Notes or the Guarantees, as applicable) by the Company or any other Obligor on account of the principal of or premium, if any, or interest on or other amounts due in respect of, the Notes or the Guarantees, as applicable, or on account of the purchase or other acquisition of Notes), other than in respect of the assets constituting Collateral. In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article FourSection , other than in respect of the assets constituting Collateral, and if such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to a Trust Officer of the Trustee pursuant to Section 4.10 orin writing, or such Holder, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the CorporationCompany. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 12.2 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes Note so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in cash money or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessmoney's worth, before the Holders of the Notes are entitled to receive any Notes Payment payment [(including any with the exception of payment which may be payable in Junior Securities, if acceptable to the Note Holders in their individual discretion)] by reason the Company on account of the payment principal of any other indebtedness (or premium, if any) or interest on the Notes or on account of the Corporation being subordinated to the payment purchase or other acquisition of the Notes). In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article Four, and if Section 13.3 of such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to the Trustee pursuant to Section 4.10 Trustee, or, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the Corporationholders of Senior Indebtedness, or as a court of competent jurisdiction shall direct, for application to the payment of any due and unpaid Senior Indebtedness, to the extent necessary to pay all such due and unpaid Senior Indebtedness in cash or other immediately available funds, after giving effect to any concurrent payment to or for the holders of Senior Indebtedness. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 13.2 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Notes. In the event that any Notes are declared due and payable before their Stated Maturity, then and in such event, event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, Indebtedness or provision shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesscash, before the Holders of the Notes are entitled to 19438429.8 219280-10005 11 receive any Notes Payment payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation Company being subordinated to the payment of the Notes)) by the Company on account of the principal of (or premium, if any) or interest on the Notes or on account of the purchase or other acquisition of Notes; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve of the Base Indenture by delivering and crediting pursuant to Section 12.2 of the Base Indenture Notes which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. In the event that, notwithstanding the foregoing, the Corporation Company shall make any Notes Payment payment to the Trustee or any the Holder of Notes any Note prohibited by the foregoing provisions of this Article FourSection, and if such fact shall, at or prior to the time of such Notes Paymentpayment, have been made known to the Trustee pursuant to Section 4.10 or, as the case may be, such Holder, then and in such event, event such Notes Payment payment shall be paid over and delivered forthwith to the CorporationCompany. The provisions of this Section 4.03 shall not apply to any Notes Payment payment with respect to which Section 4.02 3.2 would be applicable.