Common use of Order of Payment Clause in Contracts

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, Issuer or any Guarantor or any of their respective property (whether voluntary or involuntary, partial or complete) or any other marshalling of the assets and liabilities of the CorporationIssuer or any Guarantor or any sale of all or substantially all of the assets of the Issuer or any Guarantor: (a) all Secured Specified Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture LiabilitiesLiabilities (other than Permitted Junior Payments); (b) any payment or distribution of assets of the CorporationIssuer or any Guarantor, whether in cash, property or securitiessecurities (other than Permitted Junior Payments), to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 54, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Specified Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Specified Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Specified Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Specified Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or any Guarantor or of all or part of its their respective assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationIssuer’s or any Guarantor’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders Holders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Holders until after the Specified Senior Indebtedness has been paid in full. The rights and priority of the Secured Specified Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether any Senior Security has been granted or is in effect; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the any Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Specified Senior Indebtedness, including pursuant to any Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them them, or the Debentureholders Holders or any of them them, to any money or property of the CorporationIssuer or any Guarantor; (evi) the failure to exercise any power or remedy reserved to the Secured Creditors Senior Creditors, including under the Senior Security Security, or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationIssuer or any Guarantor; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the CorporationCompany, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationCompany, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the CorporationCompany: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 54, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationCompany’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the CorporationCompany; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary other winding-up of the Corporation, whether or not involving insolvency solvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) The holders of all Secured Senior Indebtedness shall will first be paid entitled to receive payment in fullfull of the principal thereof, premium (or provision made for any other amount payable under such paymentSenior Indebtedness), if any, and interest due thereon, before any payment is made on account of Debenture Liabilities; (b) the Debentureholders will be entitled to receive any payment or distribution of assets of the Corporationany kind or character, whether in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures. (b) Any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities (other than securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article 8 with respect to the Debentures, to the payment of all Senior Indebtedness, provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or readjustment, and (ii) without prejudice to the rights of such holders with respect to any such plan (including without limitation as to whether or not to approve same and on what conditions to do so), the rights of the holders of Senior Indebtedness are not altered adversely by such reorganization or readjustment) to which the holders of the Debentures Debentureholders or the Indenture Trustee on behalf of such holders would be entitled entitled, except for the provisions of this Article 58, shall will be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent Person making such payment or distribution, whether a trustee in bankruptcy, a receiver, a receiver-manager, a liquidator or otherwise, directly to the holders of Secured Senior Indebtedness or their representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, rateably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to pay all Secured Indebtedness make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution, distribution (or provision therefor, ) to the holders of such Secured Senior Indebtedness; and. (c) Subject to section 8.7, if, notwithstanding the Secured Creditors foregoing, any payment by, or a receiver distribution of assets of, the Corporation of any kind or a receiver-manager character, whether in cash, property or securities (other than securities of the Corporation as reorganized or readjusted or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article 8 with respect to the Debentures, to the payment of all Senior Indebtedness, provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or part readjustment and (ii) without prejudice to the rights of its assets such holders with respect to any such plan (including without limitation as to whether or any other enforcement agent may sellnot to approve same and on what conditions to do so), mortgage, or otherwise dispose the rights of the Corporation’s assets holders of Senior Indebtedness are not altered adversely by such reorganization or readjustment), is received by the Indenture Trustee or the Debentureholders before all Senior Indebtedness is paid in whole full, such payment or distribution will be held in parttrust for the benefit of, free and clear will be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the Indenture Trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, rateably as aforesaid, for application to the payment of all Debenture Liabilities and without Senior Indebtedness remaining unpaid until such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the approval holders of the Debentureholders or the Trustee. (2) such Senior Indebtedness. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness Security granted in respect of any Senior Indebtedness; (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Security granted in respect of any Senior Security; Indebtedness; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; Indebtedness, including pursuant to any Security granted in respect thereof; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditorsholders of any Senior Indebtedness, or any of them them, or the Debentureholders or any of them them, to any money or property of the Corporation; ; (ev) the failure to exercise any power or remedy reserved to the Secured Creditors holders of any Senior Indebtedness, including under the Senior Security granted in respect thereof, or to insist upon a strict compliance with any terms thereof; ; (fvi) whether any Security granted in respect of any Senior Security Indebtedness is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; ; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or or (hviii) any other matter whatsoever.

Order of Payment. ‌ (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the CorporationCompany, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationCompany, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the CorporationCompany: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and; (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, mortgage or otherwise dispose of the Corporation’s Company's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee.Trustee or any requirement to account to the Trustee or the Debentureholders; and (2d) The the rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the CorporationCompany; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable voidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, Senior Creditors or any of them them, or the Debentureholders or any of them them, to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust or SEL; or (hviii) any other matter whatsoever.

Order of Payment. Upon any distribution of the assets of the Corporation upon any dissolution, winding up, total liquidation or reorganization of the Corporation (1) In the event of any whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an “assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors” or any other marshalling of the assets and liabilities of the Corporation:, or otherwise): (a) 5.2.1 all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, in cash before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the indebtedness evidenced by the Debentures; (b) 5.2.2 any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee Debenture Agent on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) 5.2.3 the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Agent or any requirement to account to the Debenture Agent or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (a) whether or not the Senior Indebtedness is secured; b) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bc) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (cd) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (de) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (ef) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fg) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gh) the date of giving or failing to give notice to or making demand upon the Corporation; i) any amendment, modification, increase, extension, renewal, replacement of any Senior Indebtedness or Senior Security; or (hj) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee Trustees on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and; (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, mortgage or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee.Trustees or any requirement to account to the Trustees or the Debentureholders; and (2d) The the rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, bankruptcy, insolvency, receivership, creditor enforcement, reorganization or realization or other similar proceedings relative relating to the Corporation, Company or to any of its property or assetsassets (whether voluntary or involuntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the Corporation:Company or any sale of all or substantially all of the assets of the Company (a “Restructuring Event”): (ai) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Convertible Note Liabilities; (bii) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders Holder would be entitled except for the provisions of this Article 5Section 13, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, Senior Creditors to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefortherefore, to the holders of such Secured IndebtednessSenior Creditors; and (ciii) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Company assets in whole or in part, free and clear of all Debenture Convertible Note Liabilities and without the approval of the Debentureholders Holder or any requirement to account to the Trustee. Holder; provided, however, that the consideration from any such sale, mortgage or disposal shall be utilized to repay the Convertible Note Liabilities and other pari passu debt following the repayment (2or provision made for such repayment of) Senior Indebtedness. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (aA) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bB) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (cC) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dD) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders Holder or any of them to any money or property of the CorporationCompany; (eE) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fF) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gG) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hH) any other matter whatsoever. For purposes of clarity, prior to or following a Restructuring Event, neither the foregoing Section 13(b) nor any other provision herein shall prevent the Holder from exercising its rights to convert pursuant to Section 9(a).

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) The Trustee (b) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (bc) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (cd) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. Upon any distribution of the assets of the Corporation upon any dissolution, winding up, total liquidation or reorganization of the Corporation (1) In the event of any whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an "assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors" or any other marshalling of the assets and liabilities of the Corporation:, or otherwise): (a) all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, in cash before any payment is made on account of Debenture Liabilitiesthe principal of or interest on or any other liability or obligation in respect of the indebtedness evidenced by the Debentures; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, Senior Creditors to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the any Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the any Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, Senior Creditors or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the any Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; (ix) any amendment, modification, increase, extension, renewal, replacement of any Senior Indebtedness or Senior Security; or (hx) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling marshaling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 59, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Creditors Senior Creditor or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured CreditorsSenior Creditor, or any of them or the Debentureholders Debentureholders, or any of them them, to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Creditors Senior Creditor under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidationcreditor enforcement, reorganization realization, liquidation or other similar proceedings relative to the CorporationCompany or its Subsidiaries, or to its or their property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationCompany or its Subsidiaries, whether or not involving insolvency or bankruptcybankruptcy and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the CorporationCompany or its Subsidiaries: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment or distribution of any kind or character, whether in cash, property or securities, is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationCompany’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the CorporationCompany or its Subsidiaries; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationCompany or any of its Subsidiaries; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected byby : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust or APF Energy; or (hviii) any other matter whatsoever.

Order of Payment. (1a) In Subject to the event provisions of the Subordination Agreement, no payment of principal (including redemption payments) or interest on the Debentures may be made (i) if any Senior Indebtedness, is not paid when due and any applicable grace period with respect to such payment default on Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist, or (ii) if the maturity of any secured obligation has been accelerated because of a default and either such acceleration has not been rescinded or such secured obligation has not been repaid and in each case the lender has provided written notice thereof to the Trustee. (b) Subject to the provisions of the Subordination Agreement, upon any distribution of the assets of the Corporation or the Material Subsidiaries on any dissolution, winding up, total liquidation or reorganization of the Corporation or the Material Subsidiaries, as applicable (whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an "assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors" or any other marshalling of the assets and liabilities of the Corporation:Corporation or the Material Subsidiaries, as applicable, or otherwise): (ai) all Secured Indebtedness secured obligations of the Corporation or the Material Subsidiaries, as applicable, including the Senior Indebtedness, shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (bii) any payment or distribution of assets of the CorporationCorporation or the Material Subsidiaries, as applicable, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 57, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness the secured obligations, including the Senior Indebtedness, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness secured obligations may have been issued, to the extent necessary to pay all Secured Indebtedness secured obligations, including the Senior Indebtedness, in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sellsecured obligations, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by including the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoeverIndebtedness.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, creditor enforcement, realization, liquidation, reorganization or other similar proceedings relative to the CorporationCompany, or to its property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationCompany, whether or not involving insolvency or bankruptcybankruptcy and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the CorporationCompany: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Trustee Trustees on behalf of such holders would be entitled except for the provisions of this Article 5XIII, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationCompany’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustees or any requirement to account to the Trustees or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the CorporationCompany; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 56, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (a) No Payment of Principal (including redemption payments) or interest on the Debentures may be made (1) In if any Senior Indebtedness is not paid when due and any applicable grace period with respect to such payment default on Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist or (2) if the event maturity of any Senior Indebtedness has been accelerated because of a default and either such acceleration has not been rescinded or such Senior Indebtedness has not been repaid. (b) Upon any distribution of the assets of the REIT on any dissolution, winding up, total liquidation or reorganization of the REIT (whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an “assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors” or any other marshalling of the assets and liabilities of the Corporation:REIT, or otherwise): (ai) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (bii) any payment or distribution of assets of the CorporationREIT, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In Upon any distribution of the event assets of the Issuer on any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization of other similar proceedings relative proceeding relating to the Corporation, Issuer or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete or any other marshalling of the assets and liabilities of the Corporation:Issuer, or any sale of all or substantially all of the assets of the Issuer): (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (b) any payment or distribution of assets of the CorporationIssuer, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee on behalf of such holders Debentureholders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and. (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Issuer assets in whole or in part, free and clear of all Subordinated Debenture Liabilities and without the approval of the such Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or to such Debentureholders. The rights and priority of the Secured Senior Indebtedness as provided for herein and the any subordination pursuant hereto shall not be affected by: (ad) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (be) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (cf) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dg) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other trustees or any of them to any money or property of the CorporationIssuer; (eh) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gj) the date of giving or failing to give notice to or making demand upon the CorporationIssuer; or (hk) the priorities otherwise afforded under applicable laws or any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, creditor enforcement, realization, liquidation, reorganization or other similar proceedings relative to the CorporationTrust, or to its property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationTrust, whether or not involving insolvency or bankruptcybankruptcy and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the CorporationTrust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the CorporationTrust; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationTrust; or (hix) any other matter whatsoever.

Order of Payment. (1) 5.2.1 In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) 5.2.2 The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative Proceedings relating to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, Issuer or any of their respective property (whether voluntary or involuntary, partial or complete) or any other marshalling of the assets and liabilities of the CorporationIssuer or any sale of all or substantially all of the assets of the Issuer: (a) all Secured Specified Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationIssuer, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee on behalf of such holders Holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Specified Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Specified Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Specified Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Specified Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or of all or part of its their respective assets or any other enforcement agent may sell, mortgage, hypothecate, or otherwise dispose of the CorporationIssuer’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders Holders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Holders until after the Specified Senior Indebtedness has been paid in full. The rights and priority of the Secured Specified Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether any Senior Security has been granted or is in effect; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the any Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Specified Senior Indebtedness, including pursuant to any Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings Proceedings as to the entitlement of the Secured Senior Creditors, or any of them them, or the Debentureholders or holders of any of them Specified Senior Indebtedness, to any money or property of the CorporationIssuer; (evi) the failure to exercise any power or remedy reserved to the Secured Creditors Senior Creditors, including under the Senior Security Security, or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationIssuer; or (hix) any other matter whatsoever. All references to “perfection” of or “perfected” liens or security interests shall include a reference to an “opposable” or “set up” lien or security interest as against third parties.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 56, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “"Senior Security”"); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected byby : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust or AEI; or (hviii) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, bankruptcy, insolvency, receivership, creditor enforcement, reorganization or realization or other similar proceedings relative relating to the Corporation, Company or to any of its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, assets or any other marshalling of the assets and liabilities of the CorporationCompany: (a) all Secured Senior Indebtedness shall first be paid in full, full in cash (or provision made for such payment, as otherwise agreed by the Senior Creditors in respect of the Senior Indebtedness) before any payment or distribution of any kind of character, whether in cash, property or securities, is made on account of Debenture Liabilities;; and (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 56, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full in cash (or as otherwise agreed by the Senior Creditors in respect of the Senior Indebtedness) after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) . Neither the Secured Creditors or a receiver or a receiver-manager of Debenture Trustee nor the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, Debentureholders shall be entitled to demand or otherwise dispose of attempt to enforce in any manner, institute proceedings for the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering collection of, or registeringinstitute any proceedings against the Company including, perfecting or failing to register or perfect any security noticewithout limitation, caveat, financing statement or other notice in respect by way of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings or any proceeding for the appointment of a receiver, liquidator, trustee or other similar official (it being understood and agreed that the Debenture Trustee and/or the Debentureholders in any such proceeding and any steps necessary to prevent the extinguishment or other termination of a claim or potential claim as to the entitlement a result of the Secured Creditorsexpiry of a limitation period), or receive any payment or benefit in any manner whatsoever on account of them indebtedness represented by the Debentures at any time when an event of default has occurred and is continuing under any Senior Indebtedness and, in each case, notice of such event of default has been given by or the Debentureholders or any of them to any money or property on behalf of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoeverCreditors.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, creditor enforcement, realization, liquidation, reorganization or other similar proceedings relative to the CorporationCompany, or to its property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the CorporationCompany, whether or not involving insolvency or bankruptcybankruptcy and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the CorporationCompany: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the 6.25% Debentures or the Trustee Trustees on behalf of such holders would be entitled except for the provisions of this Article 5XIII, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationCompany’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the 6.25% Debentureholders or the Trustee. (2) Trustees or any requirement to account to the Trustees or the 6.25% Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the 6.25% Debentureholders or any of them to any money or property of the CorporationCompany; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Corporation or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the Corporation or any sale of all or substantially all of the assets of the Corporation: (a) all Senior Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the indebtedness evidenced by the Debentures or any costs or expenses related thereto; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee on behalf of such holders Debentureholders would be entitled except for the provisions of this Article 53, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Secured Indebtedness or their representative or representatives, or to the agent or trustee or trustees under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Secured Indebtedness may have been issued, to the extent necessary to pay all Senior Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Secured Indebtedness; and (c) the Secured Creditors Indebtedness before any payment or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of distribution is made to the Debentureholders or the Trustee.; (2c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation, whether in cash, property or securities, shall be received by the Debentureholders or by the Trustee on behalf of such Debentureholders before all the Senior Secured Indebtedness is paid in full, or provision made for its payment, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Secured Indebtedness or their representative or representatives, or to the agent or trustee under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Secured Indebtedness may have been issued, for application to the payment of all Senior Secured Indebtedness remaining unpaid to the extent necessary to pay all such Senior Secured Indebtedness after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Secured Indebtedness before any payment or distribution is made to the Debentureholders or the Trustee; (d) upon the payment or distribution of assets of the Corporation referred to in this Article 3, the Trustee and the Debentureholders shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the Trustee or to the Debentureholders for the purpose of ascertaining the persons entitled to participate in such distribution to the holders of the Senior Secured Indebtedness and other indebtedness of the Corporation, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article 3. The rights and priority of the Senior Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable voidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses;; or (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In Upon any distribution of the event assets of the Issuer on any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization of other similar proceedings relative proceeding relating to the Corporation, Issuer or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete or any other marshalling of the assets and liabilities of the Corporation:Issuer, or any sale of all or substantially all of the assets of the Issuer): (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (b) any payment or distribution of assets of the CorporationIssuer, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee on behalf of such holders Debentureholders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and. (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Issuer assets in whole or in part, free and clear of all Subordinated Debenture Liabilities and without the approval of the such Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or to such Debentureholders. The rights and priority of the Secured Senior Indebtedness as provided for herein and the any subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other trustees or any of them to any money or property of the CorporationIssuer; (e) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the CorporationIssuer; or (h) the priorities otherwise afforded under applicable laws or any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, bankruptcy, insolvency, receivership, creditor enforcement, reorganization or realization or other similar proceedings relative relating to the Corporation, Corporation or to any of its property or assetsassets (whether voluntary or involuntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the Corporation or any sale of all or substantially all of the assets of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, Senior Creditors to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured IndebtednessSenior Creditors; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hviii) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, Issuer or any Guarantor or any of their respective property (whether voluntary or involuntary, partial or complete) or any other marshalling of the assets and liabilities of the CorporationIssuer or any Guarantor or any sale of all or substantially all of the assets of the Issuer or any Guarantor: (a) all Secured Specified Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture LiabilitiesLiabilities (other than Permitted Junior Payments); (b) any payment or distribution of assets of the CorporationIssuer or any Guarantor, whether in cash, property or securitiessecurities (other than Permitted Junior Payments), to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 54, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Specified Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Specified Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Specified Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Specified Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or any Guarantor or of all or part of its their respective assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationIssuer’s or any Guarantor’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders Holders or any requirement to account to the Trustee. (2) Holders until after the Specified Senior Indebtedness has been paid in full. The rights and priority of the Secured Specified Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether any Senior Security has been granted or is in effect; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the any Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Specified Senior Indebtedness, including pursuant to any Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them them, or the Debentureholders Holders or any of them them, to any money or property of the CorporationIssuer or any Guarantor; (evi) the failure to exercise any power or remedy reserved to the Secured Creditors Senior Creditors, including under the Senior Security Security, or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the CorporationIssuer or any Guarantor; or (hix) any other matter whatsoever.

Order of Payment. (1) In Upon any distribution of the event assets of the Corporation on any insolvency dissolution, winding up, total liquidation or bankruptcy proceedings, or any receivership, liquidation, reorganization of or other similar proceedings relative to the CorporationCorporation (whether in bankruptcy, insolvency or receivership proceedings, or to its property or assets, or in upon an assignment for the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcycreditors, or any other marshalling of the assets and liabilities of the Corporation:, or otherwise, whether or not involving insolvency or bankruptcy): (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Indenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager . For greater certainty, and without limitation of the foregoing, the Corporation will not make any payment, and the holders of Debentures or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval Indenture Trustee on behalf of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall will not be affected by: (a) entitled to demand, institute proceedings for the time, sequence or order of creating, granting, executing, delivering collection of, or registeringreceive any payment or benefit (including, perfecting without limitation, by set-off, combination of accounts or failing to register realization of security or perfect otherwise in any security notice, caveat, financing statement or other notice in respect manner whatsoever) on account of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted indebtedness represented by the Senior Security; Debentures (ci) in a manner inconsistent with the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; terms (d) as they exist on the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement issue) of the Secured CreditorsDebentures, or (ii) at any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors time when a default has occurred under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Indebtedness and is continuing unless such Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee Indebtedness has been repaid in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoeverfull.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, dissolution, winding-up, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the CorporationCorporation or otherwise: (a) all Senior Secured Indebtedness shall first be paid in full, or provision made for such payment, in cash before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issuedSenior Creditors, to the extent necessary to pay all Senior Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured IndebtednessSenior Creditors; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Senior Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Secured Indebtedness, including pursuant to any Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; (viii) any amendment, modification, increase, extension, renewal or replacement of any Senior Secured Indebtedness or Senior Security; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any the Corporation’s insolvency or bankruptcy proceedings, proceedings or any receivership, liquidation, liquidation or reorganization or other similar proceedings relative relating to the Corporation, Corporation or to its property or assets, assets or in the event of any proceedings for voluntary liquidation, dissolution or voluntary other winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the its assets and liabilities of the Corporationliabilities: (a) all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, in cash before any payment or distribution of any kind or character is made on account of Debenture Liabilitiesthe principal of or interest on the indebtedness evidenced by the Debentures; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; (ix) any amendment, modification, increase, extension, renewal, replacement of any Senior Indebtedness or Senior Security; or (hx) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, mortgage or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or or, perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and; (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, mortgage or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee.Trustee or any requirement to account to the Trustee or the Debentureholders; and (2d) The the rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. Upon any distribution of the assets of the Corporation on any dissolution, winding up, total liquidation or reorganization of the Corporation (1) In the event of any whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an “assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors” or any other marshalling of the assets assets, properties and liabilities of the Corporation:, or otherwise): (a) all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, before any payment is made on account of Debenture the Note Liabilities, whether on account of principal, interest or otherwise; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures Note or the Note Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Note Liabilities and without the approval of the Debentureholders Noteholders or the Trustee. (2) Note Trustee or any requirement to account to the Note Trustee or the Noteholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders Noteholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; (ix) any amendment, modification, increase, extension, renewal, replacement of any Senior Indebtedness or Senior Security; or (hx) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Company or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationCompany or any sale of all or substantially all of the assets of the Company, after the Debenture Trustee and the Company have fully complied with the terms and conditions of the Intercreditor Agreement or any Intercreditor Arrangement, as the case may be: (a) all Secured Indebtedness shall first be paid in fullfull in cash (or as otherwise agreed by the Secured Creditors in respect of the Secured Indebtedness), or provision made for such paymentpayment in full in cash (or as otherwise agreed by the Secured Creditors in respect of the Secured Indebtedness), before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full in cash (or as otherwise agreed by the Secured Creditors in respect of the Secured Indebtedness) after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Company assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any the security securing for the Secured Indebtedness (the “Senior Security”)Indebtedness; (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Securitysecurity for the Secured Indebtedness; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Securitysecurity for the Secured Indebtedness; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or other trustee or any of them to any money or property of the CorporationCompany; (ev) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security security for the Secured Indebtedness or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security security for the Secured Indebtedness is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hviii) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency voluntary or bankruptcy proceedingsinvoluntary dissolution, winding-up or liquidation, or any bankruptcy, insolvency, receivership, liquidation, reorganization creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Company or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationCompany, any reorganization or any sale, distribution or other transfer of all or substantially all of the assets of the Company: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment or distribution is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationCompany, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured IndebtednessSenior Indebtedness before any payment or distribution is made to the Debentureholders or the Debenture Trustee; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Company assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected byby : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior SecurityIndebtedness; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationCompany; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under documents evidencing the Senior Indebtedness or under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationCompany; or (hviii) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Indenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, mortgage or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence Indenture Trustee or order of creating, granting, executing, delivering of, or registering, perfecting or failing any requirement to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant account to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them Indenture Trustee or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoeverDebentureholders.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness existing at the date of the issue of the Initial Debentures shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “"Senior Security”"); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering ofdelivering, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust or the Administrator; or (hviii) any other matter whatsoever.

Order of Payment. Upon any distribution of the assets of the Corporation upon any dissolution, winding up, total liquidation or reorganization of the Corporation (1) In the event of any whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an "assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors" or any other marshalling of the assets and liabilities of the Corporation:, or otherwise): (a) all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the indebtedness evidenced by this Debenture; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders Lender would be entitled entitled, except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Creditors holders of Senior Indebtedness or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all indebtedness, liabilities and obligations of the Corporation under this Debenture Liabilities and without the approval of the Debentureholders or the TrusteeLender. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, Issuer or any Guarantor or any of their respective property (whether voluntary or involuntary, partial or complete) or any other marshalling of the assets and liabilities of the CorporationIssuer or any Guarantor or any sale of all or substantially all of the assets of the Issuer or any Guarantor: (a) all Secured Specified Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; Liabilities (other than Permitted Junior Payments); (b) any payment or distribution of assets of the CorporationIssuer or any Guarantor, whether in cash, property or securitiessecurities (other than Permitted Junior Payments), to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 54, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Specified Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Specified Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Specified Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Specified Senior Indebtedness; and and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Issuer or any Guarantor or of all or part of its their respective assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the CorporationIssuer’s or any Guarantor’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.36990-2073 30186571.16

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a1) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the Indebtedness evidenced by the Debentures; (b2) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; andand ​ ​ ​ (c3) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the TrusteeTrustee or any requirement to account to the Trustee or the Debentureholders. (2a) The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ab) whether or not the Senior Indebtedness is secured; (c) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”)Indebtedness; (bd) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ce) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (df) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (eg) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security Indebtedness or to insist upon a strict compliance with any terms thereof; (fh) whether any Senior Security Indebtedness is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gi) the date of giving or failing to give notice to or making demand upon the Corporation; or (hj) any other matter whatsoever.

Order of Payment. (1) In Upon any distribution of the event assets of the Corporation on any insolvency dissolution, winding up, total liquidation or bankruptcy proceedings, or any receivership, liquidation, reorganization of or other similar proceedings relative to the CorporationCorporation (whether in bankruptcy, insolvency or receivership proceedings, or to its property or assets, or in upon an assignment for the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcycreditors, or any other marshalling of the assets and liabilities of the Corporation:, or otherwise, whether or not involving insolvency or bankruptcy): (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment or distribution of any kind or character whether in cash property or securities, is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Indenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 54, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager . For greater certainty, and without limitation of the foregoing, the Corporation or of all or part of its assets or will not make any other enforcement agent may sellpayment, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority Indenture Trustee on behalf of the Secured Indebtedness and the subordination pursuant hereto shall Debentureholders will not be affected by: (a) entitled to demand, institute proceedings for the time, sequence or order of creating, granting, executing, delivering collection of, or registeringreceive any payment or benefit (including, perfecting without limitation, by set-off, combination of accounts or failing to register realization of security or perfect otherwise in any security notice, caveat, financing statement or other notice in respect manner whatsoever) on account of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted indebtedness represented by the Senior Security; Debentures (ci) in a manner inconsistent with the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; terms (d) as they exist on the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement issue) of the Secured Creditors, Debentures; or (ii) at any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors time when a default has occurred under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Indebtedness and is such default is continuing unless such Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee Indebtedness has been repaid in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoeverfull.

Order of Payment. (1) In Upon any distribution of the event assets of the Trust on any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization of other similar proceedings relative proceeding relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete or any other marshalling of the assets and liabilities of the Corporation:Trust, or any sale of all or substantially all of the assets of the Trust): (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;the principal of or interest on the indebtedness evidenced by the Debentures; and (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee on behalf of such holders Debentureholders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and. (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Subordinated Debenture Liabilities and without the approval of the such Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or to such Debentureholders. The rights and priority of the Secured Senior Indebtedness as provided for herein and the any subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other trustees or any of them to any money or property of the CorporationTrust; (e) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the CorporationTrust or the Manager; or (h) the priorities otherwise afforded under applicable laws or any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the Indebtedness evidenced by the Debentures; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5ARTICLE V, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the holders of Secured Creditors Indebtedness or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “"Senior Security”"); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the holders of Secured CreditorsIndebtedness, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the holders of Secured Creditors Indebtedness under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hviii) any other matter whatsoever.

Order of Payment. Upon any distribution of the assets of the Corporation on any dissolution, winding up, total liquidation or reorganization of the Corporation (1) In the event of any whether in bankruptcy, insolvency or bankruptcy receivership proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to upon an "assignment for the Corporation, or to its property or assets, or in the event benefit of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, creditors" or any other marshalling of the assets and liabilities of the Corporation:, or otherwise): (a) all Secured Senior Indebtedness shall first be paid indefeasibly in full, or provision made for such payment, in cash before any payment is made on account of Debenture Liabilitiesthe principal of or interest on the indebtedness evidenced by the Debentures; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, 5 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hviii) any other matter whatsoever. All payments to holders of Senior Indebtedness pursuant to this Section 5.2 shall be paid first to holders of Senior Indebtedness consisting of debt for monies borrowed (and excluding indebtedness to trade creditors), and then shall be paid to holders of all other Senior Indebtedness.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the CorporationCorporation or otherwise: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, in cash before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issuedSenior Creditors, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured IndebtednessSenior Creditors; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; (ix) any amendment, modification, increase, extension, renewal, replacement of any Senior Indebtedness or Senior Security; or (hx) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling marshaling of the assets and liabilities of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture the Note Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures Notes or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 56, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) in respect of and to the Secured Creditors extent of any Senior Indebtedness, any Senior Creditor or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Note Liabilities and the Security Interest and without the approval of the Debentureholders Noteholders or the Trustee. (2) Trustee or any requirement to account to the Trustee or the Noteholders. The rights of any Senior Creditor and priority of the Secured any Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) whether or not the Senior Indebtedness is secured; (ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (biii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (civ) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (dv) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured CreditorsSenior Creditor, or any of them or the Debentureholders Noteholders, or any of them them, to any money or property of the Corporation; (evi) the failure to exercise any power or remedy reserved to the Secured Creditors a Senior Creditor under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gviii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hix) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property or assetsassets (whether voluntary or involuntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected byby : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust or HOC; or (hviii) any other matter whatsoever.

Order of Payment. ‌ (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, arrangement, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary arrangement, liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation:Corporation (and in either case including under applicable corporate legislation to the extent the relief sought thereunder relates to or involves the compromise, settlement, adjustment or arrangement of debt): (a) all Senior Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, monitor receiver, receiver-manager, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, Senior Creditors to the extent necessary to pay all Senior Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured IndebtednessSenior Creditors; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or all of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s 's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the TrusteeTrustee or any requirement to account to the Trustee or the Debentureholders. (2) The rights and priority of the any Senior Secured Indebtedness Indebtedness, so long as it constitutes Senior Secured Indebtedness, and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security Liens constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the their Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Corporation or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the Corporation or any sale of all or substantially all of the assets of the Corporation: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, to the extent necessary to pay all Secured Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Corporation assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected byby : (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the Corporation; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the Corporation; or (hviii) any other matter whatsoever.

Order of Payment. (1) In the event of any insolvency or bankruptcy proceedingsdissolution, or any receivershipwinding-up, liquidation, reorganization reorganization, bankruptcy, insolvency, receivership, creditor enforcement or realization or other similar proceedings relative relating to the Corporation, Trust or to any of its property (whether voluntary or assetsinvoluntary, partial or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, complete) or any other marshalling of the assets and liabilities of the CorporationTrust or any sale of all or substantially all of the assets of the Trust: (a) all Secured Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the CorporationTrust, whether in cash, property or securities, to which the holders of the Debentures or the Debenture Trustee on behalf of such holders would be entitled except for the provisions of this Article 5Article, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Senior Indebtedness may have been issued, as their interests may appear, to the extent necessary to pay all Secured Indebtedness in full all Senior Indebtedness (remaining unpaid) after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Senior Indebtedness; and (c) the Secured Senior Creditors or a receiver or a receiver-manager of the Corporation Trust or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s Trust assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) Debenture Trustee or any requirement to account to the Debenture Trustee or the Debentureholders. The rights and priority of the Secured Senior Indebtedness and the subordination pursuant hereto shall not be affected by: (ai) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (bii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (ciii) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (div) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Senior Creditors, or any of them or the Debentureholders or other Trustee or any of them to any money or property of the CorporationTrust; (ev) the failure to exercise any power or remedy reserved to the Secured Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (fvi) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (gvii) the date of giving or failing to give notice to or making demand upon the CorporationTrust; or (hviii) any other matter whatsoever.