Common use of Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. No payment on account of principal of (aor premium, if any) Upon or interest on this Note shall be made, if any default or event of default with respect to any Senior Debt, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing. In the event this Note is declared due and payable before the maturity date hereof, or upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or upon any assignment by the Company for the benefit of creditors or any other marshalling of the assets of the Company, all principal of (and premium, if any) and interest due or to become due upon all Senior Indebtedness Debt (including any interest thereon occurring after the commencement of any such proceeding) shall first be paid in full in cash before the Holders holder of the Securities or the Trustee on behalf of such Holders this Note shall be entitled to receive retain any payment by assets (other than shares of stock of the Company as reorganized or readjusted or securities of the principal Company or any other corporation provided for by a plan of reorganization or interest on readjustment, the Securitiespayment of which is subordinated, at least to the same extent as this Note, to the payment of all Senior Debt which may at the time be outstanding, provided that the rights of the holders of the Senior Debt are not altered by such reorganization or readjustment) so paid or distributed in respect of this Note (for principal, premium, if any, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofinterest). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities ; and upon any such dissolution or winding winding-up or liquidation or reorganizationreorganization or assignment or marshalling of assets, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, the payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant which is subordinated, at least to the procedures set forth in Article Eight hereofsame extent as this Note, to the payment of all Senior Debt which may at the time be outstanding or committed, provided that the rights of the holders of the Senior Debt are not altered by such reorganization or readjustment), to which the Holders holders of the Securities or the Trustee on their behalf this Note would be entitled, but except for the subordination provisions of this IndentureSection, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, or by the holders of this Note if received by them or it, directly to the holders of the Senior Indebtedness Debt (pro rata to each such holders holder as their interests may appear on the basis of the respective amounts of Senior Indebtedness Debt held by such holdersholder, including any interest thereon accruing after the commencement of any such proceedings) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearrepresentatives, to the extent necessary to pay all such Senior Indebtedness Debt in full in cash full, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event thatDebt, notwithstanding the foregoing provision prohibiting such payment or distribution, before any payment or distribution is made to the holders of this Note. Should any payment, distribution, security or proceeds thereof, the receipt of which is prohibited by this Agreement, be received by the Shareholder prior to the satisfaction of all Senior Debt, the Shareholder will forthwith deliver the same to the holders of the Senior Debt in precisely the form received (except for the endorsement or assignment of the Shareholder where necessary), for application on any indebtedness, due or not due, of the Company to the Shareholder, and, until so delivered, the same shall be held in trust by the Shareholder as property of the holders of the Senior Debt. In the event of the failure of the Shareholder to make any such endorsement or assignment, the holders of the Senior Debt, or any of their officers or employees, are hereby irrevocably authorized to make the same. No holder of Senior Debt shall be prejudiced in his right to enforce subordination of this Note by any act or failure to act on the part of the Company. Subject to the payment in full of all Senior Debt, the holder of this Note shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which, by its express terms, ranks on a parity with this Note and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until this Note shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Debt pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Debt, and the holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Debt, and no payments or distributions to the holders of this Note of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holder of Senior Debt, and the holders of this Note, be deemed to be a payment to or on account of this Note. The provisions of this Section are and are intended solely for the purpose of defining the relative rights of the holder of this Note, on the one hand, and the holders of Senior Debt, on the other hand, and nothing contained in this Section or in this Note is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on this Note as and when the same shall become due and payable in accordance with its terms, or to affect the relative rights of the holders of this Note and creditors of the Company other than the holders of Senior Debt, nor shall anything herein prevent the holders of this Note from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Section, of the holders of Senior Debt in respect of cash, property or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over otherwise payable or delivered to, to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation this Note upon the terms and conditions provided exercise of any such remedy. Nothing contained in Article Five (or any replacement provisions as contemplated by Article Five) this Section 3.4 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes prevent conversion of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Note.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding other than with the money, securities or proceeds held under any payment or distribution of Permitted Junior Securitiesdefeasance trust established in accordance with this Indenture), upon in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full full, in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities. Before any payment may be made by, or on behalf of, the Company of on any Security (other than with the principal of money, securities or interest on the Securities upon proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution or dissolution, winding up or up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this IndentureArticle Fifteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives or to the any trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt in full full, in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(aclause (a) above and before all obligations in respect of Senior Indebtedness Debt are paid in full full, in cashcash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their respective representatives, representatives or to the any trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid Debt remaining unpaid in full full, in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) For purposes of this Section 15.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 15.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other Person provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new Person results from such reorganization or readjustment, such Person assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation Person upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 15.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Section 8.1 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. No payment on account of principal of (aand premium, if any) Upon or interest on the Notes shall be made, and no Notes shall be purchased, either directly or indirectly, by the Company or any of its subsidiaries, if any default or Event of Default with respect to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or representatives of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Note is declared due and payable before the date specified therein as the fixed date on which the principal thereof is due and payable pursuant to Article Six, or upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (and premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities noteholders, or the Trustee on behalf of such Holders Trustee, shall be entitled to receive retain any payment by assets (other than shares of stock of the Company as reorganized or readjusted or securities of the principal of or interest on the Securities, Company or any other corporation provided for by a plan of reorganization or readjustment, the payment by of which is subordinated, at least to the Company same extent as the Notes, to acquire any the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Notes (for principal of or interest on the Securities interest); and upon any such dissolution or winding up or liquidation or reorganization, reorganization any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant which is subordinated, at least to the procedures set forth in Article Eight hereofsame extent as the Notes, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which the Holders of the Securities noteholders or the Trustee on their behalf would be entitled, but except for the subordination provisions of this IndentureSection, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, or by the noteholders or the Trustee if received by them or it, directly to the holders of the Senior Indebtedness (pro rata to each such holders holder on the basis of the respective amounts of Senior Indebtedness held by such holdersholder) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearrepresentatives, to the extent necessary to pay all such Senior Indebtedness in full in cash full, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, before any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant is made to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, noteholders or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Trustee.

Payment Over of Proceeds Upon Dissolution, Etc. (ai) Upon any distribution to creditors of the Company in a total or partial liquidation, winding-up, reorganization or dissolution of the Company or in a voluntary or involuntary bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company’s assets and liabilities, the holders of Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of the Notes will be entitled to receive any payment with respect to the Notes, and until all Obligations with respect to Senior Debt are paid in full in cash, any distribution to which the Holders of the Notes would be entitled shall be made to the holders of Senior Debt (except that Holders of the Notes may receive Permitted Junior Securities). (ii) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (iii) In the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by this Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash12(c), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. Debt. (iv) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if 12(c) if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with assume the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Company’s obligations under the Notes.

Payment Over of Proceeds Upon Dissolution, Etc. If the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) Upon any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a "PROCEEDING"), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution distribution, whether in cash, securities or other property, shall be made to any Holder of assets any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any kind series shall be paid or characterdelivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or securities (excluding otherwise, shall be made on account of any payment capital stock or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization obligations of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect ranking junior to the Securities of any cashand such other obligations. If, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for notwithstanding the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness property (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or other than securities of the Company or any other corporation provided for by a plan of any kind reorganization or characterreadjustment the payment of which is subordinate, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant at least to the procedures set forth extent provided in Article Eight hereofthese subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) any of the terms hereof and before all obligations in respect of Senior Indebtedness are Debt shall have been paid in full in cashfull, such payment or distribution or security shall be received and held in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness (pro rata to Debt at the time outstanding in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness Debt remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness has been paid Debt in full in cash after giving effect full. In the event of the failure of the Trustee or any Holder to endorse or assign any prior or concurrent such payment, distribution or provision therefor security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of such Senior IndebtednessDebt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions (subject, however, to the terms of this Indenture, including without limitation the terms of Section 6.1(d) hereof). The consolidation provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company Company, otherwise ranking on a parity with the Securities or intoranking junior to the Securities, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply parity with the conditions stated in Article Five (Securities or any replacement provisions as contemplated by Article Five)ranking junior to the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities, to the creditors of Permitted Junior Securities), the Company upon any dissolution or winding winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingssimilar proceedings relating to the Company, all any assignment for the benefit of creditors or any marshalling of the Company’s assets and liabilities, the holders of Senior Indebtedness shall first be paid entitled to receive payment in full in cash of all obligations due in respect of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment in a manner acceptable to holders of such Senior Indebtedness, before the Holders of the Securities or the Trustee on behalf of such Holders Holder shall be entitled to receive any payment by the Company of the principal of of, premium, if any, or interest on the Securities(and other obligations, if any, with respect to) this Note, or any payment by the Company to acquire any of the Securities this Note for cash, property or securities, or any distribution by the Company with respect to the Securities this Note of any cash, property or securities (excluding any payment or distribution of Permitted in each case, other than payments in Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted in each case, other than Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) 6.2 and before all obligations in respect of Senior Indebtedness are paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee Trustee or trustees Trustees or agent or agents under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation . (c) Upon the payment in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash of all Senior Indebtedness, the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, cash equivalents, property or securities of the Company withmade on such Senior Indebtedness until the principal of, premium, if any, and interest on this Note shall be paid in full in cash or the merger of the Company with or intothis Note is no longer outstanding; and, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, cash equivalents, property or securities to which the Holder would be entitled except for the provisions of this Section 11.03 if such other corporation Article 6, and no payment pursuant to the provisions of this Article 6 to the holders of Senior Indebtedness by the Holder shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a part payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article 6 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of the Senior Indebtedness, on the other hand. (d) If any payment or distribution to which the Holder would otherwise have been entitled but for the provisions of this Article 6 shall have been applied, pursuant to the provisions of this Article 6, to the payment of all amounts payable under Senior Indebtedness, then and in such case, the Holder shall be entitled to receive from the holders of such consolidation, merger, conveyance Senior Indebtedness any payments or transfer, comply with distributions received by such holders of Senior Indebtedness in excess of the conditions stated amount required to make payment in Article Five full in cash of such Senior Indebtedness (or any replacement provisions as contemplated to duly provide for such payment in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by Article Five)settlement in other than cash.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash full, or such payment duly provided for, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company is made on account of the principal of or interest on the Securitiesthis Note, or any payment by the Company to acquire any acquisition of the Securities this Note for cashcash or property is made, property or securities, or any distribution other than conversion of this Note into Common Stock in accordance with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)this Note. Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon Upon any such dissolution or winding up or dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders Holder of the Securities or the Trustee on their behalf this Note would be entitled, but except for the subordination provisions hereof, other than conversion of this IndentureNote into Common Stock in accordance with this Note, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, or by the Holder of this Note if received by it, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) Debt or their representatives respective representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) In Notwithstanding the foregoing, in the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, that any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities, other than conversion of Permitted Junior Securities or from funds held this Note into Common Stock in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)accordance with this Note, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cashparagraph 3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) Debt or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash full, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation Debt; provided, however, that such amounts paid to the holders of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) Senior Debt shall not be deemed a dissolution, winding up, liquidation or reorganization for to discharge the purposes amounts owed to the Holder of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Note.

Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) Upon any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation for the benefit of creditors or (d) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution distribution, whether in cash, securities or other property, shall be made to any Holder of assets any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any kind series shall be paid or characterdelivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Corporation ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Corporation the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or securities (excluding otherwise, shall be made on account of any payment capital stock or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization obligations of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect Corporation ranking junior to the Securities of any cashand such other obligations. If, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for notwithstanding the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, securities or other property (other than securities of the Corporation or securities (excluding any other corporation provided for by a plan of reorganization or readjustment the payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant which is subordinate, at least to the procedures set forth extent provided in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the these subordination provisions of this Indenture, shall be made with respect to the indebtedness evidenced by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearSecurities, to the extent necessary to pay payment of all such Senior Indebtedness in full in cash after giving effect at the time outstanding and to any prior securities issued in respect thereof under any such plan of reorganization or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofreadjustment), shall be received by the Trustee or any Holder in contravention of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) any of the terms hereof and before all obligations in respect of Senior Indebtedness are shall have been paid in full in cashfull, such payment or distribution or security shall be received and held in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness (pro rata to at the time outstanding in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness has been paid in full in cash after giving effect full. In the event of the failure of the Trustee or any Holder to endorse or assign any prior or concurrent such payment, distribution or provision therefor security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of such Senior IndebtednessIndebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The consolidation provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or Corporation in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company Corporation, otherwise ranking on a parity with the Securities or intoranking junior to the Securities, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply parity with the conditions stated in Article Five (Securities or any replacement provisions as contemplated by Article Five)ranking junior to the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities or the Trustee on behalf holders of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the SecuritiesSenior Indebtedness, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities any kind or from funds held in trust character is made on account of any Obligations on the Notes, or for the benefit acquisition of any of the Notes for cash or property or otherwise (except that Holders of any Securities pursuant Notes may receive securities of the Company that are unsecured and subordinated at least to the procedures set forth same extent as the Notes to Senior Indebtedness as provided in Article Eight hereofthe Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Indebtedness or any class of claims PARI PASSU with, or senior to, the Senior Indebtedness for any payment or distribution). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon Upon any such dissolution dissolution, winding-up, liquidation, reorganization, receivership or winding up or liquidation or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to or by the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) Holders or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited under this Indenture if received by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cashthem, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, directly to the holders of Senior Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (PRO RATA to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. . (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions hereof and as contemplated by Article Five) long as permitted under the terms of the Senior Indebtedness shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the case of the pendency of (a) Upon any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and premium (if any) and interest on such Senior Debt (including any interest thereon accruing after the commencement of any such Proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of or premium (if any) or interest (including Stated Interest, Contingent Interest, Deferred Interest and Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and premium (if any) and interest on (including Stated Interest, Contingent Interest, Deferred Interest and Additional Interest) the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and in such event such payment or distribution of Permitted Junior Securities), upon any dissolution shall be paid over or winding up or liquidation or reorganization of delivered forthwith to the Company, whether voluntary or involuntary or trustee in bankruptcy, insolvencyreceiver, receivership liquidating trustee, custodian, assignee, agent or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any Person making payment or distribution of assets or securities of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article 11 only, the words "any payment or distribution of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities" shall not be deemed to include shares of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders stock of the Securities Company as reorganized or the Trustee on their behalf would be entitledreadjusted, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company or any other corporation provided for by a plan of any kind reorganization or character, whether readjustment which securities are subordinated in cash, property or securities (excluding any right of payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to all then outstanding Senior Debt at least to the procedures set forth same extent as the Securities are so subordinated as provided in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtednessthis Article. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale of all or transfer substantially all of its property properties and assets as an entirety, or substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided set forth in Article Five (or any replacement provisions as contemplated by Article Five) 5 shall not be deemed a dissolution, winding up, liquidation or reorganization Proceeding for the purposes of this Section 11.03 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions stated set forth in Article Five (or any replacement provisions as contemplated by Article Five)5.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities, to the creditors of Permitted Junior Securities), the Company upon any dissolution or winding winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingssimilar proceedings relating to the Company, all any assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, the holders of Senior Indebtedness shall first be paid entitled to receive payment in full in cash of all obligations due in respect of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment in a manner acceptable to holders of such Senior Indebtedness, before the Holders holders of the Securities Notes or the Trustee on behalf of such Holders holders shall be entitled to receive any payment by the Company of the principal of of, premium, if any, or interest on (and other obligations, if any, with respect to) the SecuritiesNotes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securities (excluding any payment or distribution of Permitted in each case, other than payments in Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted in each case, other than Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities), shall be received by the Trustee or any Holder Paying Agent or any holder of Securities Notes at a time when such payment or distribution is prohibited by Section 11.03(a4.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or limited liability company or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of the Company's and its subsidiaries' property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) 12 shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 Article 4 if such other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)12.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities or the Trustee on behalf holders of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the SecuritiesSenior Debt, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities any kind or from funds held in trust character is made on account of any Obligations on the Notes, or for the benefit of Holders acquisition of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution dissolution, winding-up, liquidation, reorganization, receivership or winding up or liquidation or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of either of the Issuers of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of either of the Issuers or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to either of the Issuers or their respective property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that holders of the Notes may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, such Issuers of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Issuers of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofDefeasance Trust Payment), to which the Holders of the Securities Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company such Issuers or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt of such Issuers (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 8.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities or the Trustee on behalf holders of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the SecuritiesSenior Debt, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities any kind or from funds held in trust character is made on account of any Obligations on the Notes, or for the benefit of Holders acquisition of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution dissolution, winding-up, liquidation, reorganization, receivership or winding up or liquidation or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions hereof and as contemplated by Article Five) long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)hereof.

Payment Over of Proceeds Upon Dissolution, Etc. If the Corporation shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) Upon any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation for the benefit of creditors or (d) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution distribution, whether in cash, securities or other property, shall be made to any Holder of assets any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), that would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any kind series shall be paid or characterdelivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Corporation ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Corporation the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest (including any Additional Interest) on the Securities and such other obligations before any payment or other distribution, whether in cash, property or securities (excluding otherwise, shall be made on account of any payment capital stock or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization obligations of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect Corporation ranking junior to the Securities of any cashand such other obligations. If, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for notwithstanding the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, securities or other property (other than securities of the Corporation or securities (excluding any other corporation provided for by a plan of reorganization or readjustment the payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant which is subordinate, at least to the procedures set forth extent provided in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the these subordination provisions of this Indenture, shall be made with respect to the indebtedness evidenced by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearSecurities, to the extent necessary to pay payment of all such Senior Indebtedness in full in cash after giving effect at the time outstanding and to any prior securities issued in respect thereof under any such plan of reorganization or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofreadjustment), shall be received by the Trustee or any Holder in contravention of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) any of the terms hereof and before all obligations in respect of Senior Indebtedness are (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full in cashfull, such payment or distribution or security shall be received and held in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness (pro rata to at the time outstanding in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness has been paid (including any interest thereon accruing after the commencement of any Proceeding) in full in cash after giving effect full. If the Trustee or any Holder fails to endorse or assign any prior or concurrent such payment, distribution or provision therefor security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including the delivery of this Indenture to an agent for the holders of such Senior IndebtednessIndebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The consolidation provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or Corporation in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company Corporation, otherwise ranking on a parity with the Securities or intoranking junior to the Securities, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply parity with the conditions stated in Article Five (Securities or any replacement provisions as contemplated by Article Five)ranking junior to the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. If the Company shall default in the payment of any principal of (aor premium, if any) Upon or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution of assets distribution, whether in cash, securities or other property, shall be made to any Holder on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any kind Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or characterother distribution, whether in cash, property or securities (excluding otherwise, shall be made on account of any payment capital stock or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization obligations of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled Company ranking junior to receive any payment by the Company of the principal of or interest on the Securities, or any payment by and such other obligations. If, notwithstanding the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness property (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or other than securities of the Company or any other entity provided for by a plan of any kind reorganization or characterreadjustment the payment of which is subordinate, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant at least to the procedures set forth extent provided in Article Eight hereofthese subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) any of the terms hereof and before all obligations in respect of Senior Indebtedness are shall have been paid in full in cashfull, such payment or distribution or security shall be received and held in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness (pro rata to at the time outstanding in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness has been paid in full in cash after giving effect full. In the event of the failure of the Trustee or any Holder to endorse or assign any prior or concurrent such payment, distribution or provision therefor security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of such Senior IndebtednessIndebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The consolidation provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company Company, otherwise ranking on a parity with the Securities or into, another corporation or ranking junior to the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply parity with the conditions stated in Article Five (Securities or any replacement provisions as contemplated by Article Five)ranking junior to the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Corporation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Senior Debt shall be first entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents, before the Holders of the Securities are entitled to receive or retain any payment on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding securities, which may be payable or deliverable in respect of the Securities in any payment such case, proceeding, dissolution, liquidation or distribution of Permitted Junior Securities), upon any dissolution or other winding up or liquidation or reorganization event. In the event that, notwithstanding the foregoing provisions of this Section, the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities Trustee or the Trustee on behalf Holder of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, Security (or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or Person on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, its behalf) shall have received any payment or distribution of assets or securities of the Company Corporation of any kind or character, whether in cash, property or securities (excluding any securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant have been made known to the procedures set forth Trustee or, as the case may be, such Holder, then and in Article Eight hereof), to which the Holders of the Securities such event such payment or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, distribution shall be made by paid over or delivered forthwith to the Company or by any receiver, trustee in bankruptcy, liquidation receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution, directly distribution of assets of the Corporation for application to the holders payment of the all Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearDebt remaining unpaid, to the extent necessary to pay all such Senior Indebtedness Debt in full in cash full, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In Debt. For purposes of this Article only, the event thatwords "cash property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company Corporation or any other corporation provided for by a plan of any kind reorganization or characterreadjustment, whether in casheach case, property or securities (excluding any which are subordinated in right of payment or distribution of Permitted Junior Securities or from funds held in trust for to all Senior Debt which may at the benefit of Holders of any Securities pursuant time be outstanding to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representativessame extent as, or to a greater extent than, the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, Securities are so subordinated as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid provided in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtednessthis Article. The consolidation of the Company Corporation with, or the merger of the Company with or Corporation into, another corporation Person or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided set forth in Article Five (or any replacement provisions as contemplated by Article Five) VIII shall not be deemed a dissolution, winding up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Corporation for the purposes of this Section 11.03 if the Person formed by such other corporation consolidation or into which the Corporation is merged or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated set forth in Article Five (or any replacement provisions as contemplated by Article Five)VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company of any kind or character to creditors, whether in cash, property or securities upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash 87 95 Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf Notes would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders if received by them, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior concurrent payment, distribution or provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be forthwith paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) hereof shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 10.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities, to the creditors of Permitted Junior Securities), the Company upon any dissolution or winding winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingssimilar proceedings relating to the Company, all any assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, the holders of Senior Indebtedness shall first be paid entitled to receive payment in full in cash of all obligations due in respect of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment in a manner acceptable to holders of such Senior Indebtedness, before the Holders of the Securities or the Trustee on behalf of such Holders Holder shall be entitled to receive any payment by the Company of the principal of of, premium, if any, or interest on the Securities(and other obligations, if any, with respect to) this Note, or any payment by the Company to acquire any of the Securities this Note for cash, property or securities, or any distribution by the Company with respect to the Securities this Note of any cash, property or securities (excluding any payment or distribution of Permitted in each case, other than payments in Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted in each case, other than Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofSecurities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) 6.2 and before all obligations in respect of Senior Indebtedness are paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee Trustee or trustees Trustees or agent or agents under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation . (c) Upon the payment in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash of all Senior Indebtedness, the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, cash equivalents, property or securities of the Company withmade on such Senior Indebtedness until the principal of, premium, if any, and interest on this Note shall be paid in full in cash or the merger of the Company with or intothis Note is no longer outstanding; and, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, cash equivalents, property or securities to which the Holder would be entitled except for the provisions of this Section 11.03 if such other corporation Article 6, and no payment pursuant to the provisions of this Article 6 to the holders of Senior Indebtedness by the Holder shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the Holder, be deemed to be a part payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article 6 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of the Senior Indebtedness, on the other hand. (d) If any payment or distribution to which the Holder would otherwise have been entitled but for the provisions of this Article 6 shall have been applied, pursuant to the provisions of this Article 6, to the payment of all amounts payable under Senior Indebtedness, then and in such case, the Holder shall be entitled to receive from the holders of such consolidation, merger, conveyance Senior Indebtedness any payments or transfer, comply with distributions received by such holders of Senior Indebtedness in excess of the conditions stated amount required to make payment in Article Five full in cash of such Senior Indebtedness (or any replacement provisions as contemplated to duly provide for such payment in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by Article Five)settlement in other than cash.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its prop- 106 erty, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities or the Trustee on behalf holders of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the SecuritiesSenior Debt, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities any kind or from funds held in trust character is made on account of any Obligations on the Notes, or for the benefit of Holders acquisition of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution dissolution, winding-up, liquidation, reorganization, receivership or winding up or liquidation or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of Senior Indebtedness 107 Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions hereof and as contemplated by Article Five) long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of the Company (each such event, if any, herein sometimes referred to as In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Debentures, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution of Permitted Junior Securities), upon any dissolution shall be paid over or winding up or liquidation or reorganization of delivered forthwith to the Company, whether voluntary or involuntary or trustee in bankruptcy, insolvencyreceiver, receivership liquidating trustee, custodian, assignee, agent or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any Person making payment or distribution of assets or securities of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities" shall not be deemed to include shares of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders stock of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issuedCompany, as their respective interests may appearreorganized or readjusted, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder other corporation provided for by a plan of Securities at a time when such reorganization or readjustment which securities are subordinated in right of payment or distribution is prohibited by Section 11.03(a) and before to all obligations then outstanding Senior Debt to substantially the same extent as the Debentures are so subordinated as provided in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtednessthis Article. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale of all or transfer substantially all of its property properties and assets as an entirety, entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety, entirety to another corporation Person upon the terms and conditions provided set forth in Article Five (or any replacement provisions as contemplated by Article Five) 8 shall not be deemed a dissolution, winding up, liquidation or reorganization Proceeding for the purposes of this Section 11.03 Section, -67- 75 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions stated set forth in Article Five (or any replacement provisions as contemplated by Article Five)8.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (bi) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities Proceeding (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereofas defined below), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness shall be entitled to receive or retain payment in full in cash or moneys worth of all amounts due or to become due on or in respect of all Senior Indebtedness (pro rata including any interest on or after the filing of any Proceeding relating to any Seller, whether or not allowed in such Proceeding), before the holders on the basis of the respective amounts Notes are entitled to receive any Note Payments (as defined below), and to that end the holders of Senior Indebtedness held by such holders) or their respective representatives, or shall be entitled to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearreceive, for application to the payment thereof, any Note Payment which may be payable or deliverable in respect of the Notes in any such Proceeding. The holders of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect are hereby authorized to any prior or concurrent payment, distribution or provision therefor to or file an appropriate claim for and on behalf of the holders of any Notes if they or any of them do not file, and there is not otherwise filed on behalf of such Senior Indebtedness. The consolidation holders, a proper claim or proof of claim in the form required in any such proceeding prior to 30 days before the expiration of the Company withtime to file such claim or claims. For purposes hereof: "Proceeding" means (a) any insolvency or bankruptcy case or proceeding, or the merger of the Company with any receivership, liquidation, reorganization or intoother similar case or proceeding in connection therewith, another corporation relative to either Seller or the liquidation or dissolution of the Company following the conveyance or transfer of to its property creditors, as an entiretysuch, or substantially as an entiretyto its assets, to another corporation upon or (b) any liquidation, dissolution or other winding up of either Seller, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the terms and conditions provided in Article Five (benefit of creditors or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes other marshaling of this Section 11.03 if such other corporation shall, as a part assets and liabilities of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)either Seller.

Payment Over of Proceeds Upon Dissolution, Etc. If the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) Upon any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution distribution, whether in cash, securities or other property, shall be made to any Holder of assets any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any kind series shall be paid or characterdelivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or securities (excluding otherwise, shall be made on account of any payment capital stock or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization obligations of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect ranking junior to the Securities of any cashand such other obligations. If, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for notwithstanding the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness property (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or other than securities of the Company or any other corporation provided for by a plan of any kind reorganization or characterreadjustment the payment of which is subordinate, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant at least to the procedures set forth extent provided in Article Eight hereofthese subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by -70- 77 the Trustee or any Holder in contravention of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) any of the terms hereof and before all obligations in respect of Senior Indebtedness are shall have been paid in full in cashfull, such payment or distribution or security shall be received and held in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness (pro rata to at the time outstanding in accordance with the priorities then existing among such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness has been paid in full in cash after giving effect full. In the event of the failure of the Trustee or any Holder to endorse or assign any prior or concurrent such payment, distribution or provision therefor security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of such Senior IndebtednessIndebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The consolidation provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company Company, otherwise ranking on a parity with the Securities or intoranking junior to the Securities, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply parity with the conditions stated in Article Five (Securities or any replacement provisions as contemplated by Article Five)ranking junior to the Securities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to creditors upon any dissolution liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or winding up or liquidation or reorganization marshalling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash before or Cash Equivalents, or such payments duly provided for to the Holders satisfaction of the Securities or holders of the Trustee on behalf of such Holders shall be entitled to receive Senior Debt before any payment by the Company or distribution of the principal any kind or character is made on account of or interest any Obligations on the Securities, or any payment by for the Company to acquire acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)otherwise. Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon Upon any such dissolution dissolution, winding-up, liquidation, reorganization, receivership or winding up or liquidation or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities or the Trustee on their behalf under this Indenture would be entitledentitled (other than any payments of fees and expenses of the Trustee and any indemnity made under Section 7.07), but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of Senior Indebtedness held Debt by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions 5 and as contemplated by Article Five) long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to MAI or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of MAI, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of MAI, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before a holder of a Note is entitled to receive any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution securities, on account of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, Notes or on account of any purchase or other acquisition of the Notes by MAI or any subsidiary of MAI (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Note Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment by the Company to acquire thereof, any Note Payment which may be payable or deliverable in respect of the Securities Notes in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, a holder of a Note shall have received any Note Payment before all Senior Debt is paid in full or payment thereof provided for cash, property in cash or securities, or any distribution with respect cash equiva lent▇ ▇▇ otherwise in a manner satisfactory to the Securities holders of any cashSenior Debt, property then and in such event such Note Payment shall be paid over or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant delivered forthwith to the procedures set forth trustee in Article Eight hereof). Before any payment may be made bybankruptcy, receiver, liquidating trustee, custodian, assignee, agent or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any other person making payment or distribution of assets of MAI for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or securities distribution to or for the holders of Senior Debt. For purposes of this Article only, the Company words "any payment or distribution of any kind or character, whether in cash, property or securities (excluding any securities" shall not be deemed to include a payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets stock or securities of the Company MAI provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any kind other corporation provided for by such plan of reorganization or character, whether in cash, property readjustment which stock or securities (excluding any are subordinated in right of payment or distribution of Permitted Junior Securities or from funds held in trust for to all then outstanding Senior Debt to substantially the benefit of Holders of any Securities pursuant to same extent as the procedures set forth in Article Eight hereof), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Indebtedness Notes are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, so subordinated as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Article.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesSecurities and excluding Defeasance Trust Payment), upon any dissolution or winding winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations due in respect of Senior Indebtedness Debt (including interest after the commencement of any bankruptcy proceeding) shall first be paid in full in cash or Cash Equivalents before the Holders of the Securities Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of with respect to any Obligations on or relating to the principal of or interest on the SecuritiesNotes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of and excluding any Securities pursuant to the procedures set forth in Article Eight hereofDefeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of with respect to any Obligations on or relating to the principal of or interest on the Securities Notes upon any such dissolution or winding winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of and excluding any Securities pursuant to the procedures set forth in Article Eight hereofDefeasance Trust Payment), to which the Holders of the Securities Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of and excluding any Securities pursuant to the procedures set forth in Article Eight hereofDefeasance Trust Payment), shall be received by the Trustee or any Holder of Securities Notes at a time when such payment or distribution is prohibited by Section 11.03(a8.03(a) and before all obligations in respect of Senior Indebtedness Debt are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness Debt remaining unpaid until all such Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) V shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 8.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five).V.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Issuer or any of its Subsidiaries of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Issuer or Subsidiary, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsproceedings relating to any Issuer or its Subsidiaries or their respective property or in an assignment for the benefit of creditors, or an arrangement, adjustment, composition or relief of any Issuer or any of its Subsidiaries or their respective debts or any marshalling of the assets and liabilities of any Issuer or any of its Subsidiaries, all amounts due or to become due with respect to Senior Indebtedness Debt (including any interest accruing subsequent to the commencement of any such proceeding at the rate specified in the applicable Senior Debt) shall be first be paid in full in cash full, or payment provided for, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company or distribution on account of the principal of of, premium, if any, or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding or any payment or distribution of Permitted Junior with respect to the Securities or from funds held in trust for the benefit of Holders of any Securities pursuant cash, property or securities or payment of any Claims or of any other Obligations with respect to the procedures set forth in Article Eight hereof)Securities. Before any payment may be made by, or on behalf of, the Company an Issuer of the principal of of, premium, if any, or interest on the Securities upon any such dissolution or winding winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Issuer of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indentureindenture, shall be made by the Company such Issuer or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt of such Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representatives or to the agent or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company an Issuer or any of its Subsidiaries of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee Trustee, any Paying Agent or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(a8.03(a) and before all obligations in respect of Senior Indebtedness Debt are paid in full in cashfull, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered (in the same form as received, with any necessary endorsements) to, the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms until all such Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (c) For purposes of this Section, the words “cash, property or securities” shall not be deemed to include, so long as the effect of these clauses (x) and (y) is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section as part of the same class of claims as the Senior Debt or any class of claims on a parity with or senior to the Senior Debt for any payment or distribution, (x) any payment or distribution of securities of an Issuer or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities to the Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of an Issuer or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Debt then outstanding and, in the case of either clause (x) or (y), all terms of such securities are satisfactory to the Agent under the Credit Agreement and such plan of reorganization has been approved by the Agent under the Credit Agreement (the securities described in clauses (x) and (y) being hereinafter referred to as “Subordinated Reorganization Securities”); provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders of the Senior Debt, altered by such reorganization or readjustment. The consolidation of the Company an Issuer or a Restricted Subsidiary with, or the merger of the Company an Issuer or a Restricted Subsidiary with or into, another corporation or the liquidation or dissolution of the Company an Issuer or a Restricted Subsidiary following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 11.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, upon in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full full, in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the principal of or interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities. Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any Security, in connection with any such dissolution or dissolution, winding up or up, liquidation or reorganization, any payment or distribution of assets or securities of for the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this IndentureArticle Eleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other similar Person making such payment or distributiondistribution or by the Holders or the Trustee if received by them or it, directly to the COFACE Agent for the benefit of the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearDebt, to the extent necessary to pay all such Senior Indebtedness Debt in full full, in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 11.03(aclause (a) above and before all obligations in respect of Senior Indebtedness Debt are paid in full full, in cashcash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the COFACE Agent for the benefit of the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appearDebt, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full Debt remaining unpaid, in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior IndebtednessDebt. (d) For purposes of this Section 11.03, the words “cash, property or securities” shall not be deemed to include (so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 11.03 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to) the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of the COFACE Agent, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) Section 8.1 of the Original Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 11.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five)Section 8.1 of the Original Indenture.