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(Bản scan) 7. LenderLiability 7. ì. Equitable Subordination Rules Explain equitable subordination rules. The subordinated debts arc regulated under Vietnam law at Circular 19/2017/TT-NHNN amending and supplementing a number of articles of Circular 36/2014/TT-NHNN dated November 20, 2014 of the Governor of the State Bank of Vietnam providing for prudential ratios and limits of operations of credit institutions and branches of foreign banks.In the event of insolvency, the interests of the shareholders are lower than the interests of other creditors.Particularly, Article 101 of Bankruptcy Law stipulates the priority of debts are as follows: (i) Bankruptcy fee; (ii) Unpaid salaries, severance pay, social insurance, medical insurance of the employees and other benefits under the reulations of the law on deposit insurance and instructions of the State bank of Vietnam; (iii) Financial obligations to the State; unsecured debts payable to the creditors on the list of creditors; secured debts that arc unpaid because the value of the collateral cannot afford the debt. 7.2. Claw-back Risk Discuss the application ofclaw-back rules in the context of acquisition finance. The buyer may stipulate a claw back clause in the event that the acquisition contract is held invalid for any reason, or some fundamental misrepresentation was found. This clause is valid, because claw back is considered under Vietnam law as cancelation of the contract. Article 423 of the Civil Code states as follows: “ Article 423. Cancellation of contracts I. A party has the right to cancel a contract and shall not be liable to compensate for damage in any of the following cases: a) A violation of contract by the other party gives rise to cancellation as agreed by the parties; b) The other party seriously violates the obligations in the contract; c) Others circumstances as provided by law."