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

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders securities of the Securities are entitled to receive or retain any payment or distribution Company of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with 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, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of on behalf of) the Company (including any series of the Securities) subordinated to the payment on account of the Securities, such or any payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account acquire any of principal of (or premium, if any) or interest, if any, on the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on account of the purchase or other acquisition of Securities by behalf of, the Company on any Security (other than with the money, securities or proceeds held under any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receivedefeasance trust established in accordance with this Indenture) in connection with any such dissolution, for application to the payment thereofwinding up, liquidation or reorganization, any payment or distribution of any kind assets or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 securities of the Company of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made by the Company or by any Junior Subordinated Paymentreceiver, before all Senior Indebtedness is paid trustee in full bankruptcy, liquidating trustee, agent or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of other similar Person making such payment or distribution, have been or by the Holders or the Trustee if received by a Responsible Trust Officer orthem or it, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent agent, or other Person Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay all such Senior Indebtedness Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt. (b) To the extent any payment of this Article onlySenior 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 words “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 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, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash 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 trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 15.3, the words “cash, property or securities” shall not be deemed to include shares include, so long as the effect of stock 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 Company same class of claims as reorganized the Senior Debt or readjustedany 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 Person provided for by a plan of reorganization or readjustment which securities that are subordinated in right of payment subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as that the Securities are so subordinated as subordinated, to the payment of all Senior Debt then outstanding; provided in this Articlethat (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 Person or the liquidation or dissolution of the Company following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth provided in Article VIII Section 8.1 of this Indenture shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 15.3 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or sale other disposition, comply (to the extent required) with the conditions set forth stated in Article VIIISection 8.1 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including to creditors upon any Junior Subordinated Paymentdissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or of any premium or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in respect the Holders of the Securities or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, 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 or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentprohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or payment thereof provision is provided made for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionin money in accordance with its terms, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including to creditors 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 amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Junior Subordinated PaymentSecurities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, which may be payable or deliverable in respect distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee would be entitled, except for the provisions of this Article Fourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any such Proceedingindenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any prohibited by the foregoing, shall be received by the Trustee or the holders of the Junior Subordinated Payment, Securities before all Senior Indebtedness Debt is paid in full full, or payment thereof provision is provided made for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionin money in accordance with its terms, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of Senior Debt or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, receiveras their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, unpaid to the extent necessary to pay all Senior Indebtedness Debt in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. For purposes of this Article onlyFourteen, the words “any payment or distribution of any kind or characterwords, whether in "cash, property or securities” " shall not be deemed to include 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 readjustment, the payment of which securities are is subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle Fourteen with respect to the Junior Subordinated Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, 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 into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided for in Article VIII Eight hereof shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes proposes of this Section 1403 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIEight hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment dissolution and liquidation of the Issuer, whether voluntary or distribution of assets to creditors upon any liquidationinvoluntary, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any in bankruptcy, insolvency, debt restructuring reorganization, receivership or similar proceedings in connection with proceeding relating to the Company’s insolvency or bankruptcy (each such eventIssuer, all principal, premium, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such due upon all Issuer Senior IndebtednessIndebtedness shall first be paid in full, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), Issuer on account of principal of (or premium, if any) , or interest, if any, on the Securities, or any payment 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. Before any payment may be made by, or on account behalf of, the Issuer on any of the purchase Securities upon any dissolution and liquidation of the Issuer, whether voluntary or other acquisition of Securities by the Company involuntary, or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receivein bankruptcy, for application insolvency, reorganization, receivership or similar proceeding relating to the payment thereofIssuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, to which may be payable the Holders or deliverable in respect the Trustee on behalf of the Securities Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer 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 Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness 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 Proceeding. Issuer Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Junior Subordinated Payment, Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full or payment thereof is provided for full, in cash or cash equivalents equivalents, or otherwise in a manner satisfactory to the holders of Senior Indebtednesspayment thereof provided for, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, fact shall have been received by a Responsible Trust Officer ormade known to such Holder or Trustee, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to the trustee in bankruptcyto, any administrator, receiver, liquidating liquidator, curator, sequestrator, trustee, custodian, assignee, agent other similar officer of the Issuer or other Person person making payment or distribution of assets of the Company Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Issuer Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. . (c) The consolidation of the Company Issuer with, or the merger of the Company Issuer with or into, another Person entity or the liquidation or dissolution of the Company Issuer following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person entity upon the terms and conditions set forth provided in Article VIII Eight shall not be deemed a Proceeding liquidation for the purposes of this Section 12.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or sale other disposition, comply with the conditions set forth stated in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash before the Holders of the Securities or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or otherwise in a manner satisfactory 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 holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of or interest on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to include shares of stock 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 reorganized 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 readjustedconcurrent 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 and excluding any Defeasance Trust Payment), shall be paid by the Company to the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 8.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding 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 by the Trustee (if the Notice required by Section 8.06 has been received by the Trustee) or the Holder to, the holders of Senior Indebtedness (pro rata to substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding- up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Senior Indebtedness of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest on the Securities of any series or any other Indenture Obligations; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including in respect of principal, premium, if any, and interest on the Securities of any Junior Subordinated Payment, series or any other Indenture Obligations before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its the Company's properties or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale such assets as an entiretysale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or sale other disposal, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit or securities of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if anyas the case may be, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, 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 proceeding, all amounts due or to become due upon all Senior Debt (including interest accruing subsequent to the commencement or filing of any Junior petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full in cash or cash equivalents, before the holder of any Note shall be entitled to receive any payment on account of the Subordinated PaymentObligations, which or any payment to acquire a Note for cash, property or securities or any distribution with respect to a Note of any cash, property or securities. Before any payment may be payable made by or deliverable in respect on behalf of the Securities in Company of the Subordinated Obligations, upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto which the holder of a Note would be entitled, before all Senior Indebtedness is paid in full or payment thereof is provided except for in cash or cash equivalents or otherwise in a manner satisfactory to the holders provisions of Senior Indebtednessthis Subordination Agreement, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the holder of assets such Note if received by it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the Company for application respective amounts of Senior Debt held by such holders) or their respective representatives, or to the payment trustee or trustees under any indenture pursuant to which any of all such Senior Indebtedness remaining unpaidDebt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt indefeasibly in full, full in cash or cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt. (b) In the event that, notwithstanding the foregoing provision of this Article onlySection 3 prohibiting such payment or distribution, the words “any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities” , shall be received by the holder of a Note at a time when such payment or distribution is prohibited by Section 3(a) of this Subordination Agreement and before all obligations in respect of Senior Debt are indefeasibly paid in full in cash or cash equivalents, such payment or distribution shall be received and held for the benefit of, and shall be 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 indefeasibly 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 Debt. (c) For purposes of this Subordination Agreement, the words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this Section 3(c) is not to cause any Note to be treated in any case or proceeding or similar event described in this Subordination Agreement as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims on a parity with or senior to the Senior Debt for any payment or distribution, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment subordinated, to all then outstanding Senior Indebtedness to substantially at least the same extent as such Note to the Securities payment of all Senior Debt then outstanding; provided that (i) if a new corporation or entity results from such reorganization or readjustment, such corporation or entity assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are so subordinated as provided in this Articlenot, 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 Person a corporation (or other entity) or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its assets as an entirety entirety, to another Person corporation or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person entity upon the terms and conditions set forth in Article VIII conditions, if any, allowed by the Senior Debt shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIthe Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Paymenttotal or partial liquidation, before 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 upon all Senior Indebtedness is Debt shall first be paid in full or payment thereof is provided for in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Senior IndebtednessDebt, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over of any kind or delivered forthwith to character is made on account of any Obligations on the trustee in bankruptcyNotes, receiveror for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, liquidating trusteewinding-up, custodianliquidation, assigneereorganization, agent receivership or other Person making similar proceeding, any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall not be deemed paid by the Company or by any receiver, trustee in bankruptcy, 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 include shares the holders of stock Senior Debt (pro rata to such holders on the basis of the respective amounts 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 Obligations on Senior Debt then due have 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 Senior Debt. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company as reorganized of any kind or readjustedcharacter, 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 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 securities 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 Company payment of Senior Debt then due remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any other corporation provided concurrent payment, distribution or provision therefor to or for by a plan the holders of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding such Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. Debt. (c) The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all or substantially all of its assets as an entirety assets, to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale comply transfer, assume the Company's obligations hereunder in accordance with the conditions set forth in Article VIIIFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to creditors upon the Company or to its assets, or (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then and in any such event (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law): (1) the holders of Senior Indebtedness shall be entitled to receive payment in full full, in cash or cash equivalents or, as acceptable to the holders of principal Senior Indebtedness, in any other manner, of all Senior Indebtedness (and including principal, premium, if any) any and interest, if any, on such and including, in the case of Designated Senior Indebtedness, any interest accruing subsequent to the filing of a petition for bankruptcy at the rate provided for in the documentation governing such Designated Senior Indebtedness, to the extent that such interest is an allowed claim under applicable law), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesspayment, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding securities of the Company or any other person that are equity securities or are expressly subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding, to substantially the same extent as, or to a greater extent than, the Securities as provided in this Article; such securities are hereinafter collectively referred to as "Permitted Junior Securities") on account of principal of, premium, if any, or interest on the Securities; (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may be payable or deliverable by reason the Holders of the payment Securities or the Trustee would be entitled but for the provisions of any this Article XIII shall be paid by the liquidating trustee or agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full, in cash or cash equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentin respect of principal of, premium, if any, or interest, if any, on the Securities before all Senior Indebtedness is paid in full or payment thereof is provided for full, in cash or cash equivalents or otherwise in a manner satisfactory or, as acceptable to the holders of Senior Indebtedness, and if written notice in any other manner, or payment thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderprovided for, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, ratably as aforesaid, to the extent necessary to pay all Senior Indebtedness in full, in cash or cash equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person person or the liquidation or dissolution of the Company following the sale of all conveyance, transfer, lease or substantially all other disposition of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII hereof shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section Article XIII if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale conveyance, transfer, lease or other disposition such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer, lease or sale other disposition, comply with the conditions set forth in such Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including to creditors upon any Junior Subordinated Payment, which may be payable dissolution or deliverable in respect winding-up or liquidation or reorganization of the Securities Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the Debentures; and upon any such Proceedingdissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Debentures or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Debentures or to the Trustee. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentprohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or payment thereof provision is provided made for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionin money in accordance with its terms, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as as, or to a greater extent than, the Securities Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Issuer of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment, which may be payable dissolution or deliverable in respect winding-up or total or partial liquidation or reorganization of the Securities Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof. Upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be paid by the Issuer or by any Junior Subordinated Paymentreceiver, before all Senior Indebtedness is paid trustee in full bankruptcy, liquidating trustee, agent or other person making such payment thereof is provided for in cash or cash equivalents distribution, or otherwise in a manner satisfactory by the Holders of the Notes if received by them, directly to the holders of Senior IndebtednessDebt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith 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 bankruptcyfull after giving effect to any concurrent payment, receiverdistribution or provision therefor to or for the holders of Senior Debt. (b) Notwithstanding the foregoing, liquidating trustee, custodian, assignee, agent or other Person making in the event that any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution Issuer of any kind or character, whether in cash, property or securities” , other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be received by any Holder when such payment or distribution is prohibited by Section 5.3(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 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, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (c) For purposes of Section 5 of this Note, the words "CASH, PROPERTY OR SECURITIES" shall not be deemed to include (x) shares of stock of the Company Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Company Issuer or any other corporation Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes 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 (z) securities of the Issuer or any other Issuer provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment subordinated, to all then outstanding Senior Indebtedness to substantially at least the same extent as the Securities Notes, to the payment of all Senior Debt then outstanding; PROVIDED that (i) if a new Issuer results from such reorganization or readjustment, such Issuer assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are so subordinated as provided not, without the consent of such holders, altered by such reorganization or readjustment. Notwithstanding anything to the contrary in this Article. The consolidation Section 5, (i) a court referred to in clause (x) above may give effect, and state that it is giving effect to the subordination of the Company with, Notes in an order or decree which authorizes the merger payment in full of Senior Debt in assets other than cash or cash equivalents and (ii) any assets which the holders of the Company into, another Person or Notes are permitted to receive in accordance with the liquidation or dissolution provisions of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII this Section 5 shall not be deemed a Proceeding for subject to any claim by or on behalf of the purposes holders of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIISenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including upon any Junior Subordinated Paymentdissolution or winding up or liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is will first be paid in full or payment thereof is provided for in cash before the Holders of the Securities or cash equivalents the Trustee on behalf of such Holders will be entitled to receive any payment by the Company of the principal of or otherwise in a manner satisfactory 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 holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of, receiveror interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities), to include shares of stock which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, will 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 reorganized 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 readjustedconcurrent 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), shall be received by the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 10.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness are paid in full in cash, 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 to, the holders of Senior Indebtedness (pro rata to substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII 5 (or any replacement provisions as contemplated by Article 5) shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIII5 (or any replacement provisions as contemplated by Article 5).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, 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 amounts due or to become due upon all Senior Indebtedness (including any Junior Subordinated Paymentinterest accruing subsequent to an event of bankruptcy, which may whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be payable paid in full, in cash or deliverable in respect cash equivalents, before the Holders of the Securities in or the Trustee on behalf of the Holders of the Securities shall be entitled to receive any payment by the Company on account of Senior Subordinated Obligations, or any payment 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. Before any payment may be made by, or on behalf of, the Company of any Securities upon any such Proceedingdissolution, 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, to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled, but for the subordination provisions of this Article Ten, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders of the Securities or the Trustee if received by them or 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) or their representatives as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness 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. (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. To the extent the obligation to repay any Senior Indebtedness 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 Indebtedness for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Junior Subordinated Payment, Holder at a time when such payment or distribution is prohibited by Section 10.03(a) and before all obligations in respect of Senior Indebtedness is are paid in full or payment thereof is provided for full, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessequivalents, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith 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 representatives, or to the trustee in bankruptcyunder the Senior Note Indenture, receiveror to the trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been issued, liquidating trusteeas their respective interests appear, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. . (d) For purposes of this Article onlySection 10.03, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 10.03 as part of the Company same class of claims as reorganized the Senior Indebtedness or readjustedany class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities that are subordinated in right of payment subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as that the Securities are so subordinated as provided in this Articlesubordinated, to the payment of all Senior Indebtedness then outstanding; provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii) the rights of the holders of the Senior Indebtedness 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 Person corporation or the liquidation or dissolution of the Company following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or sale other disposition, comply with the conditions set forth provided in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit or securities of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if anyas the case may be, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, 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 proceeding, all amounts due or to become due upon all Senior Debt (including interest accruing subsequent to the commencement or filing of any Junior petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full in cash or cash equivalents, before the holder of the Note shall be entitled to receive any payment on account of the Subordinated PaymentObligations, which or any payment to acquire the Note for cash, property or securities or any distribution with respect to the Note of any cash, property or securities. Before any payment may be payable made by or deliverable in respect on behalf of the Securities in Company of the Subordinated Obligations, upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto which the holder of the Note would be entitled, before all Senior Indebtedness is paid in full or payment thereof is provided except for in cash or cash equivalents or otherwise in a manner satisfactory to the holders provisions of Senior Indebtednessthis Subordination Agreement, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets distribution, or by the holder of the Company for application Note if received by it, directly to the payment holders of all Senior Indebtedness remaining unpaidDebt (pro rata to such holders on the basis of the respective amounts 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, to the extent necessary to pay all such Senior Indebtedness Debt indefeasibly in full, full in cash or cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article onlyDebt. (b) In the event that, notwithstanding the words “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” , shall be received by the holder of the Note at a time when such payment or distribution is prohibited by Section 3(a) of this Subordination Agreement and before all obligations in respect of Senior Debt are indefeasibly paid in full in cash or cash equivalents, such payment or distribution shall be received and held for the benefit of, and shall be 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 indefeasibly 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 Debt. (c) For purposes of this Subordination Agreement, the words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this Section 3(c) is not to cause the Note to be treated in any case or proceeding or similar event described in this Subordination Agreement as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims on a parity with or senior to the Senior Debt for any payment or distribution, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment subordinated, to all then outstanding Senior Indebtedness to substantially at least the same extent as the Securities Note to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation or entity results from such reorganization or readjustment, such corporation or entity assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are so subordinated as provided in this Articlenot, 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 Person a corporation (or other entity) or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its assets as an entirety entirety, to another Person corporation or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person entity upon the terms and conditions set forth in Article VIII conditions, if any, allowed by the Senior Debt shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIthe Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon or securities of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may be payable of Permitted Junior Securities), upon any dissolution or deliverable by reason winding-up or total liquidation or reorganization of the payment of any such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Company (including any series Holders of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, on the Securities or the Trustee on account behalf of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness such Holders shall be entitled to receivereceive any payment by such Guarantor of the principal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for application cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment thereofor distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including any Junior Subordinated Payment, to which may be payable or deliverable in respect 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 such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Proceeding. Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor 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 Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including shall be made directly to the Trustee or any Junior Subordinated Payment, Holder of Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are 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 Indebtednesscash, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or trustees or agent or other Person making payment or distribution agents under any indenture pursuant to which any of assets of the Company such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Guarantor Senior Indebtedness has been paid in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of the Issuer to creditors upon (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Issuer or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Issuer, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or liabilities of the Issuer, then and in any bankruptcysuch event specified in (a), insolvency, debt restructuring (b) or similar proceedings in connection with the Company’s insolvency or bankruptcy (c) above (each such event, if any, herein sometimes referred to as a “"Proceeding”"), then ; (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash of all amounts due on or cash equivalents to become due on or otherwise in a manner satisfactory to the holders respect of all Senior Indebtedness, before the Holders of the Subordinated Securities are entitled to receive or retain any payment or distribution of any kind or character, character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason to Holders of the payment Subordinated Securities made in respect of any other Indebtedness of the Company (including any series of the Securities) Issuer subordinated to the payment of the Subordinated Securities, such payment or distribution being hereinafter referred to as a “"Junior Subordinated Payment”"), on account of the principal of (or premium, if any) or interest, if any, interest on the Subordinated Securities or on account of the purchase any purchase, redemption or other acquisition of Subordinated Securities by the Company Issuer, any Subsidiary of the Issuer, the Trustee or any Subsidiary Paying Agent (all such payments, distributions, purchases, redemptions and to that end the holders of Senior Indebtedness shall be entitled to receiveacquisitions, for application to the payment thereofwhether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Subordinated Securities Payment"); and (2) any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, including by set-off or otherwise, to which the Holders of the Subordinated Securities or the Trustee would be entitled but for the provisions of this Article (including, without limitation, any Junior Subordinated Payment) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Securities Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment to the holders of such ProceedingSenior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Subordinated Security shall have received in connection with any payment or distribution of assets of the Company of Proceeding any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Securities Payment before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holdercash, then and in such event such payment or distribution Subordinated Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Issuer 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 other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent, or to a greater extent as than, the Subordinated Securities are so subordinated as provided in this Article. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another Person or the liquidation or dissolution of the Company Issuer following the sale conveyance or transfer of all or substantially all of its assets as an 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 to another Person upon the terms and conditions set forth in Article VIII Nine shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Issuer is merged or the Person which acquires by sale conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIINine.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with and liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equiv- alents of principal all amounts due or to become due on or in respect of (and premium, if any) and interest, if any, on such all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessequivalents, before the Holders of the Securities are entitled to receive any payment on account of principal of (or retain premium, if any) or interest on the Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property prop- erty or securities (securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the pro- visions of this Article Eleven, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness indebtedness of the Company (including any series of the Securities) being subordinated to the payment of the SecuritiesSecuri- ties (except, so long as the effect of this parenthetical clause is not to cause the Securities to be treated in any case or proceeding or similar event described in Subsec- tion (a), (b) or (c) of this Section 1102 as part of the same class of claims as the Senior Indebtedness or any class of claims on a parity with or senior to the Senior Indebtedness, for any such payment or distribution being hereinafter referred of securities which (i) are unsecured, (ii) have an average life and final maturity no shorter than the average life and final maturity of the Securities and (iii) are subor- dinated, to at least the same extent as a “Junior Subordinated Payment”the Securities, to the payment of all Senior Indebtedness then outstanding), shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebted- ness or their Representative or Representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (or of, and premium, if any) , and interest on, and other amounts due on or interestin connection with, if anythe Senior Indebtedness to the extent necessary to make payment in full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, on the Securities after giving effect to any concurrent payment or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and distribution to that end the holders of such Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any such payment or distribution dis- tribution of assets of the Company of any kind or characterchar- acter, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebt- edness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, unpaid to the extent necessary neces- sary to pay all Senior Indebtedness in fullfull in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale of all conveyance, transfer or substantially all lease of its properties and assets substantially as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 1102 if the Person corporation formed by such consolidation or into which the Company Com- pany is merged or the Person corporation which acquires by sale conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidationcon- solidation, merger, conveyance, transfer or sale lease, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Senior Indebtedness, of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest on the Securities or any other Indenture Obligations; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including in respect of principal, premium, if any, and interest on the Securities or any Junior Subordinated Payment, other Indenture Obligations before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its the Company’s properties or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale such assets as an entiretysale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company’s properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or sale other disposal, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to creditors upon Centennial, the Issuer or any Guarantor or to their assets, or (b) any liquidation, dissolutiondissolution or other winding-up of Centennial, winding upthe Issuer or any Guarantor, reorganizationwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors, marshaling creditors or other marshalling of assets or liabilities of Centennial, the Issuer or any bankruptcy, insolvency, debt restructuring or similar proceedings Guarantor (except in connection with the Company’s insolvency consolidation or bankruptcy (each such eventmerger of Centennial, if anythe Issuer or any Guarantor or their liquidation or dissolution following the conveyance, herein sometimes referred to transfer or lease of all of the properties and assets of the Parent Guarantor substantially as a “Proceeding”an entirety upon the terms and conditions described under Article Nine), then and in any event: (1) the holders of Senior Indebtedness shall will be entitled to receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest, if any, on such all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessfull, before the Holders of the Securities are will be entitled to receive or retain any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities of Centennial, the Issuer or any Guarantor or any successor obligor that, in the case of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Securities are so subordinated as provided in this Indenture (such equity securities or subordinated securities hereinafter being "Permitted Junior Securities") and any payment made pursuant to Article Five from monies or U.S. Government Obligations previously deposited with the Trustee) on account of principal of, or premium, if any, or interest on the Securities; (2) any payment or distribution of assets of Centennial, the Issuer or any Guarantor of any kind or character, whether in cash, property or securities (including any other than a payment or distribution in the form of Permitted Junior Securities and any payments made pursuant to Article Five from monies or U.S. Government Obligations previously deposited with the Trustee), by set-off or otherwise, to which may be payable or deliverable by reason the Holders of the payment Securities or the Trustee would be entitled but for the provisions of any this Indenture shall be paid by the liquidating trustee or agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives ratably according to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect aggregate amounts remaining unpaid on account of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid to the extent necessary to make payment in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of Centennial, the Company Issuer or any Guarantor with, or the merger of Centennial, the Company Issuer or any Guarantor into, another Person or the liquidation or dissolution of Centennial, the Company Issuer or any Guarantor following the sale conveyance, transfer or lease of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following properties and assets of the sale of all or Parent Guarantor substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Nine shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of Centennial, the Issuer or any Guarantor for the purposes of this Section if the Person formed by such consolidation or into which Centennial, the Company Issuer or any Guarantor is merged or the Person which acquires by sale 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, transfer or sale lease, comply with the conditions set forth in Article VIIINine.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, to creditors 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 amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Additional Payments) on the Debentures; and upon any Junior Subordinated Paymentsuch dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect the Holders of the Securities Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Debentures or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Debentures or to the Trustee. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, prohibited by the foregoing shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or payment thereof provision is provided made for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionin money in accordance with its terms, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include 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 readjustment, which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as as, or to a greater extent than, the Securities Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII XII shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIXII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including to creditors upon any Junior Subordinated Paymentdissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or of any premium or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in respect the Holders of the Securities or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, 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 or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentprohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or payment thereof provision is provided made for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionin money in accordance with its terms, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company or a Guarantor to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy a Proceeding: (each such event, if any, herein sometimes referred to as a “Proceeding”), then i) the holders of Senior Indebtedness Claims shall be entitled to receive payment in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of principal all amounts due on or to become due on or in respect of all Senior Claims (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash in U.S. dollars (or cash equivalents such other currency), noncallable U.S. Government Obligations, or otherwise in a manner satisfactory to the holders of Senior Indebtednesscombination thereof), before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”)securities, on account of the principal of (or premium, if any) or interest, if any, interest on the Securities Notes or on account of any purchase, redemption or other acquisition of the Notes or on account of the purchase relevant Guarantee of any such payment or other acquisition distribution (all such payments, distributions, purchases, redemptions and acquisitions, and the relevant Guarantee of Securities by the foregoing, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a “Notes Payment”); and (ii) any payment or distribution of assets of the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentby set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities Notes or the Trustee would be entitled but for the provisions of this Article VII shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Claims or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Proceeding. In Senior Claims may have been issued, ratably according to the event thataggregate amounts remaining unpaid on account of the Senior Claims held or represented by each, to the extent necessary to make payment in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of all Senior Claims remaining unpaid, after giving effect to any concurrent payment to the holders of such Senior Claims. (b) If, notwithstanding the foregoing provisions of this SectionSection 702, the Trustee or the Holder of any Security Note shall have received in connection with any payment or distribution of assets of the Company of Proceeding any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Notes Payment before all Senior Indebtedness is Claims are paid in full or payment thereof is provided for in cash in U.S. dollars (except where applicable law may require such payment in another currency) (or provision made for such payment in cash equivalents in U.S. dollars (or otherwise in such other currency), noncallable U.S. Government Obligations, or a manner satisfactory to the holders of Senior Indebtednesscombination thereof), and if written notice thereof such fact shall, at least three Business Days or prior to the time of such payment or distribution, have been received made known to the Trustee by a Responsible Trust Officer written notice or, as the case may be, such Holder, then and in such event such payment or distribution Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or the relevant Guarantor for application to the payment of all Senior Indebtedness Claims remaining unpaid, to the extent necessary to pay all Senior Indebtedness Claims in fullfull in cash in U.S. dollars (or such other currency), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Claims. (c) For purposes of this Article VII only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of shares of stock of the Company as reorganized or readjusted, equity or securities of the Company or any other corporation a Guarantor 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 other corporation provided for by such plan of reorganization or readjustment which shares of equity or securities are subordinated in right of payment to all then Senior Claims that may at the time be outstanding Senior Indebtedness to substantially the same extent as as, or to a greater extent than, the Securities Notes are so subordinated as provided in this ArticleArticle VII. The consolidation of the Company or a Guarantor with, or the merger of the Company or a Guarantor into, another Person or the liquidation or dissolution of the Company or a Guarantor following the sale conveyance or transfer of all or substantially all of its assets as an 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 to another Person upon the terms and conditions set forth in this Article VIII VII shall not be deemed a Proceeding for the purposes of this Section 702 if the Person formed by such consolidation or into which the Company or a Guarantor is merged or the Person which acquires by sale conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in this Article VIIIVII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment(a) dissolution, before winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, all amounts due upon all Senior Indebtedness is of the Company shall first be paid in full full, or payment thereof is provided for in cash or cash equivalents or otherwise money in a manner satisfactory to the holders of Senior Indebtednessaccordance with its terms, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over or delivered forthwith is made by the Company with respect to the trustee principal of and premium, if any, or interest (including any Additional Interest) on the Securities, whether in bankruptcycash, receiverproperty or securities; and upon any such dissolution, liquidating trusteewinding-up, custodianliquidation or reorganization, assignee, agent or other Person making any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of Securities or the Trustee would be entitled to receive from the Company, except for application the provisions of this Article XIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of Securities or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Senior Indebtedness remaining unpaidof the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing 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 money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing paragraph, shall be received by the Trustee or any holder of Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee, subject to the provisions of Article VII, the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article onlyXIV, the words “any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 readjustment, the payment of which securities are is subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (ii) the rights of the holders of such Senior Indebtedness 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 into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided for in Article VIII X shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIX. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments, the Trustee under or pursuant to Section 7.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders securities of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Issuer of any kind or character, whether in cash, property or securities, including upon any Junior Subordinated Paymentdissolution or winding-up or liquidation or reorganization of the Issuer, which may whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment for the benefit of creditors or any marshaling of the Issuer’s assets, the holders of Senior Debt of the Issuer shall be payable or deliverable entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Issuer of the principal of or interest on the Securities, or any payment by the Issuer to acquire any of the Securities in for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (except that the Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, the Issuer of the principal of or interest on the Securities upon any such Proceeding. In the event thatdissolution or winding-up or liquidation or reorganization, 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 Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto which the Holders of the Securities or the Trustee on their behalf would be entitled, before all Senior Indebtedness is paid in full or payment thereof is provided but for in cash or cash equivalents or otherwise in a manner satisfactory to the holders subordination provisions of Senior Indebtednessthis Indenture, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by the Issuer or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets distribution, directly to the holders of the Company for application Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to the payment trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of all such Senior Indebtedness remaining unpaidDebt 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 after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article onlyDebt. (b) In the event that, notwithstanding the words “foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities” , shall not be deemed to include shares received by the Trustee or any Holder of stock Securities at a time when such payment or distribution is prohibited by Section 10.03(a) and before all Obligations in respect of Senior Debt are paid in full in cash, 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 to, the holders of Senior Debt of the Company as reorganized Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or readjustedtheir respective representatives, or securities to the trustee or trustees or agent or agents 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 after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt; provided that the Trustee shall be entitled to receive from the holders of such Senior Debt written notice of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding amounts owing on such Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company Issuer with, or the merger of the Company Issuer with or into, another Person or the liquidation or dissolution of the Company Issuer following the sale conveyance or transfer of all its property as an entirety, or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety entirety, to another Person upon the terms and conditions set forth provided in Article VIII 5 shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.03 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIII5.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including in connection with any Junior Subordinated Paymentdissolution or winding up or total or partial liquidation or reorganization of the Company, before whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness is paid Debt (including all interest accruing subsequent to the filing of a petition in full or payment thereof is bankruptcy at the rate provided for in cash the documentation with respect thereto, whether or cash equivalents not such interest is an allowed claim under applicable law) shall first be indefeasibly paid in full, in cash, before the Holders or otherwise in a manner satisfactory the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the holders Securities of Senior Indebtednessany cash, and if written notice thereof shallproperty or securities. Before any payment may be made by, at least three Business Days prior to or on behalf of, the time of Company on any Security, in connection with any such payment dissolution, winding up, liquidation or distributionreorganization, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets of or securities for the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Eleven, shall be made by the Company or by any receiver, trustee in bankruptcy, 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 COFACE Agent for the benefit of the holders of Senior Debt, to the extent necessary to pay all such Senior Debt in full, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such 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 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 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, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are indefeasibly 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 COFACE Agent for the benefit of the holders of Senior Debt, for application to the payment of all such Senior Debt remaining unpaid, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 11.03, the words “cash, property or securities” shall not be deemed to include shares (so long as the effect of stock 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 Company same class of claims as reorganized the Senior Debt or readjustedany 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 which securities that are subordinated in right of payment subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as that the Securities are so subordinated as subordinated, to the payment of all Senior Debt then outstanding; provided in this Articlethat (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 Person corporation or the liquidation or dissolution of the Company following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Section 8.1 of the Original Indenture shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.3 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or sale other disposition, comply (to the extent required) with the conditions set forth stated in Article VIIISection 8.1 of the Original Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Senior Indebtedness, of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest on the Securities or any other Indenture Obligations; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including in respect of principal, premium, if any, and interest on the Securities or any Junior Subordinated Payment, other Indenture Obligations before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other form as acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its the Company's properties or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale such assets as an entiretysale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or sale other disposal, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including upon any Junior Subordinated Paymentdissolution or winding up or liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash before the Holders of the Securities or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or otherwise in a manner satisfactory 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 holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities), to include shares of stock 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 reorganized 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 readjustedconcurrent 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), shall be received by the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 11.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness are paid in full in cash, 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 to, the holders of Senior Indebtedness (pro rata to substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 11.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders securities of the Securities are entitled to receive or retain any payment or distribution Borrower of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may be payable of Permitted Junior Securities), upon any dissolution or deliverable by reason winding-up or total liquidation or reorganization of the Borrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before any payment of any other Indebtedness is made in respect of the Company Senior Subordinated Notes (including excluding any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “of Permitted Junior Subordinated Payment”Securities). Before any payment may be made by, or on account behalf of, the Borrower of the principal of (or premium, if any) or interest, if any, interest on the Securities Senior Subordinated Notes upon any such dissolution or on account of the purchase winding-up or other acquisition of Securities by the Company total liquidation or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofreorganization, any payment or distribution of assets or securities of the Borrower of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities) payment shall be made by the Borrower or by any receiver, including any Junior Subordinated Paymenttrustee in bankruptcy, which may be payable liquidation trustee, agent or deliverable in respect other Person making such payment or distribution, directly to the holders of the Securities 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 Proceeding. Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company Borrower of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including any Junior Subordinated Payment, before all Senior Indebtedness is shall be paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory by the Borrower to the holders of Senior Indebtedness, and if written notice thereof shall, Subordinated Notes at least three Business Days prior to the a time of when such payment or distributiondistribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith by the recipient of such payment (if notice of the conditions prohibiting such payment under Section 8.03(a) has been received by the holders of Senior Subordinated Notes) 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 in bankruptcy, receiver, liquidating trustee, custodian, assignee, or trustees or agent or other Person making payment or distribution agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness has been paid in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. . (c) The consolidation of the Company Borrower with, or the merger of the Company Borrower with or into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Section 6.02 shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIISection 6.02.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon or securities of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Guarantor of any kind or character, character (whether in cash, property or securities (including securities) upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason total or partial liquidation or reorganization of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securitiessuch Guarantor, such payment whether voluntary or distribution being hereinafter referred to as a “Junior Subordinated Payment”)involuntary or in bankruptcy, on account of principal of (or premiuminsolvency, if any) or interest, if any, on the Securities or on account of the purchase receivership or other acquisition proceedings, all amounts due or to become due with respect to all Senior Debt of Securities by such Guarantor shall first be paid in full, or payment provided for, before the Company Holders or any Subsidiary and to that end the holders of Senior Indebtedness Trustee on their behalf shall be entitled to receivereceive any payment by such Guarantor of the principal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for application cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, any Guarantor 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 such Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, to which may be payable or deliverable in respect 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 such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Debt of such Guarantor or their representative(s) or to the trustee(s) under any indenture pursuant to which any of such Proceeding. Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company or securities of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in Holder at a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of when such payment or distributiondistribution is prohibited by Section 12.03(a) and before all obligations in respect of the Senior Debt of such Guarantor are paid in full, have been received by a Responsible Trust Officer oror payment provided for, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of such Senior Debt or their respective representative(s), or to the trustee in bankruptcytrustee(s) under any indenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of such Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. Debt. (c) The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five or Section 11.03 shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive or such Guarantor or successor entity shall be released from the Guarantee pursuant to the terms of Section 11.03.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, 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 amounts due or to become due with respect to Senior Debt of the Company (including any Junior Subordinated Paymentinterest accruing on or after, before all Senior Indebtedness or which would accrue but for, an event of bankruptcy, regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full full, or payment thereof is provided for for, in either case in cash or cash equivalents or otherwise in a manner form satisfactory to the holders of Senior IndebtednessDebt, and if written notice thereof shall, at least three Business Days prior to before the time Holders of the Securities or the Trustee on behalf of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution Holders shall be paid over entitled to receive any Securities Payment. Before any payment may be made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of, receiverpremium, liquidating trusteeif any, custodianor interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , 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 not be deemed made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to include shares the holders of stock Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued as reorganized their respective interests may appear, to the extent necessary to pay all such Senior Debt in full in cash or readjustedcash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (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, shall be received by the Trustee or any other corporation Holder of Securities at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full, or payment provided for, such payment or distribution shall be received and held for by a plan the benefit of, and shall be paid over or delivered to, the holders of reorganization Senior Debt or readjustment their respective representatives, or to the trustee or trustees under any indenture pursuant to which securities are subordinated 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 right full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of payment to all then outstanding such Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit or securities of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if anyon behalf of) or interest, if any, on the Securities or such Guarantor on account of the purchase or other acquisition of Securities by the Company Guarantees, or any Subsidiary and payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities Guarantees for cash, for application property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, any Guarantor on any Securities Guarantee (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Sixteen, shall be made by such Guarantor or by any Junior Subordinated Paymentreceiver, which may be payable trustee in bankruptcy, liquidating trustee, agent or deliverable in respect 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 Guarantor Senior Debt (pro rata to such holders on the basis of the Securities in respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such ProceedingGuarantor Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt 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 Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, 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 Guarantor 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 Guarantor 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 Guarantor Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Sectionprovision in clause (a) above prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Junior Subordinated Payment, Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Guarantor Senior Indebtedness is Debt are paid in full or payment thereof is provided for full, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessequivalents, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Guarantor Senior Debt (pro rata to such holders on the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets basis of the Company respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness unpaid in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) For purposes of this Article onlySection 16.3, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities Guarantees to be treated in any case or proceeding or similar event described in this Section 16.3 as part of the Company same class of claims as reorganized the Guarantor Senior Debt or readjustedany class of claims pari passu with, or senior to, the Guarantor Senior Debt for any payment or distribution, securities of the Company any Guarantor or any other corporation Person provided for by a plan of reorganization or readjustment which securities that are subordinated in right of payment subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as that the Securities Guarantees are so subordinated as subordinated, to the payment of all Guarantor Senior Debt then outstanding; provided in this Articlethat (i) if a new Person results from such reorganization or readjustment, such Person assumes the Guarantor Senior Debt and (ii) the rights of the holders of the Guarantor Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets as an entirety to another Person or the liquidation or dissolution without violation of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth provided in Article VIII this Indenture shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII16.3.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Guarantor or its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, or creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with and liabilities of the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”)Guarantor, then and in any such event the holders of Senior Guarantor Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of (and premium, if any) and interest, if any, on such all Senior Guarantor Indebtedness, or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessmoney's worth, before the Holders of the Securities Guarantees are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of under the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), Guarantees on account of principal of (or on, premium, if any) , or interest, if any, 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 Guarantor Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities Guarantees in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. 113 In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security in respect of the related Guarantee shall have received any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Guarantor Indebtedness 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 Indebtednessfor, and if written notice thereof such fact shall, at least three Business Days or prior to the time of such payment or distribution, have been received by a Responsible Trust Officer made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders holder of Senior Guarantor Indebtedness. For purposes of this Article Eighteen only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor or any other corporation provided for by a plan of reorganization or readjustment readjustment, which securities are subordinated in right of payment to all then Senior Guarantor Indebtedness which may at the time be outstanding Senior Indebtedness to substantially the same extent as as, or to a greater extent than, the Securities Guarantees are so subordinated as provided in this ArticleArticle Eighteen. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the sale conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by sale conveyance or transfer all or substantially all of such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment(a) dissolution, before winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, all amounts due upon all Senior Indebtedness is of the Company shall first be paid in full full, or payment thereof is provided for in cash or cash equivalents or otherwise money in a manner satisfactory to the holders of Senior Indebtednessaccordance with its terms, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over or delivered forthwith is made by the Company with respect to the trustee principal of and premium, if any, or interest on the Securities, whether in bankruptcycash, receiverproperty or securities; and upon any such dissolution, liquidating trusteewinding-up, custodianliquidation or reorganization, assignee, agent or other Person making any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of Securities or the Trustee would be entitled to receive from the Company, except for application the provisions of this Article XIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of Securities or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Senior Indebtedness remaining unpaidof the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing 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 money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing paragraph, shall be received by the Trustee or any holder of Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee and the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article onlyXIV, the words “any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 readjustment, the payment of which securities are is subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (ii) the rights of the holders of such Senior Indebtedness 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 into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided for in Article VIII X shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIX. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments, the Trustee under or pursuant to Section 7.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account), including upon any Junior Subordinated Paymentdissolution or winding-up or liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash before the Holders of the Securities or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or otherwise in a manner satisfactory 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 holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account), to include shares of stock 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 reorganized 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 readjustedconcurrent 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 and excluding any distribution of any Collateral held in the Escrow Account), shall be received by the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 8.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness are paid in full in cash, 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 to, the holders of Senior Indebtedness (pro rata to substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding- up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive. (c) Notwithstanding anything herein to the contrary, any Collateral received or otherwise obtained by any Holder or the Trustee upon exercise of its rights in respect thereof upon the occurrence of any Event of Default shall not be subject to this Section 8.03.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of the Company or the Guarantor (if the Securities are Guaranteed Securities) in the event of: (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or the Guarantor, as the case may be, or to their respective creditors, as such, or to their respective assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company or the Guarantor (if the Securities are Guaranteed Securities), winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets and liabilities of the Company or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy Guarantor (each such event, if any, herein sometimes referred to as a “Proceeding”the Securities are Guaranteed Securities), then and in such event (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of (and premium, if any) and interest, if any, on such all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesscash, before the Holders of the Securities are entitled to receive any payment on account of the Principal Amount, interest or retain such other amounts as may be provided for in Section 2.3(a), if any, in respect of the Securities; and (2) any payment or distribution of assets of the Company or the Guarantor (if the Securities are Guaranteed Securities) of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article XII, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness Debt of the Company or the Guarantor (including any series of if the Securities are - 52 - 61 Guaranteed Securities) being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and premium, if any, and interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 12.2, the Trustee or the Holder of any Security shall receive any payment or distribution of assets of the Company or the Guarantor (if the Securities are Guaranteed Securities) of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, such payment or distribution which may be payable or deliverable in respect by reason of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder payment of any Security shall have received any payment or distribution of assets other Debt of the Company or the Guarantor (if the Securities are Guaranteed Securities) being subordinated to the payment of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentthe Securities, before all Senior Indebtedness 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 Indebtednessfor, and if written notice thereof shall, at least three Business Days prior such fact shall then have been made known to the time of such payment or distributionTrustee as provided in Section 12.10, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company or the Guarantor (if the Securities are Guaranteed Securities) for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” ," or any combination thereof, shall not be deemed to include shares of stock Capital Stock of the Company or the Guarantor (if the Securities are Guaranteed Securities) as reorganized or readjusted, or securities of the Company or the Guarantor (if the Securities are Guaranteed Securities) or any other corporation provided for by a plan of reorganization or readjustment the payment of which securities are subordinated in right of payment is subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle XII with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered, in any manner adverse to such holders, by such reorganization or readjustment. The consolidation of the Company or the Guarantor (if the Securities are Guaranteed Securities) with, or the merger of the Company or the Guarantor (if the Securities are Guaranteed Securities) into, another Person corporation or the liquidation or dissolution of the Company or the Guarantor (if the Securities are Guaranteed Securities) following the sale conveyance or transfer of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person person upon the terms and conditions set forth in Article VIII V shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company or the Guarantor (if the Securities are Guaranteed Securities) for the purposes of this Section 12.2 if the Person corporation formed by such consolidation or into which the Company or the Guarantor (if the Securities are Guaranteed Securities) is merged or the Person person which acquires by sale such conveyance or transfer all or substantially all of the assets as an entiretyof the Company or the Guarantor (if the Securities are Guaranteed Securities), as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIII.V.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including upon any dissolution or winding up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Subordinated Securities and any Defeasance Trust Payment), before all Senior Indebtedness is then due shall first be paid in full or payment thereof is provided for in cash before the Holders or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of, premium, if any, or otherwise in a manner satisfactory interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution by the Company with respect to the holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee Company of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, receiverinsolvency, liquidating trustee, custodian, assignee, agent receivership or other Person making proceedings, any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall not be deemed made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to include shares of stock the holders of the Company 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 reorganized 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 readjustedconcurrent 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 and excluding any Defeasance Trust Payment), shall be received by the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 8.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding 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 substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s 's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “"Proceeding”"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Junior Subordinated Payment”"), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, 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 any 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 to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such 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, or sale comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In case of the pendency of any payment or distribution of assets to creditors upon any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for the benefit of creditorsarrangement, marshaling of assets adjustment, composition or any bankruptcy, insolvency, debt restructuring other judicial proceeding relative to a Guarantor or similar proceedings in connection with the Company’s insolvency or bankruptcy its property (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”"), then the holders of Senior Indebtedness of the Company and such Guarantor shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any (including Additional Sums and Additional Amounts, if any), on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessIndebtedness of the Company and such Guarantor, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company or such Guarantor (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior "Guarantor Senior Subordinated Payment”"), on account of principal of (or premium, if any) or interestinterest (including Additional Sums and Additional Amounts, if any, ) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary Subsidiary, and to that end the holders of Senior Indebtedness of the Company and such Guarantor 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, including any Junior Guarantor Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Guarantor Proceeding. 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 of the Company or any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Guarantor Senior Subordinated Payment, before all Senior Indebtedness of the Company and such Guarantor 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 such Senior Indebtedness, and if written notice thereof such fact shall, at least three Business Days or prior to the time of such payment or distribution, have been received by a Responsible Trust Officer made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or such Guarantor for application to the payment of all Senior Indebtedness of the Company and such Guarantor remaining unpaid, to the extent necessary to pay all Senior Indebtedness of the Company and such Guarantor in 102 110 full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Company and such Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include shares of stock of the Company or any Guarantor as reorganized or readjusted, or securities of the Company or any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness of the Company and such Guarantor to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company or any Guarantor with, or the merger of the Company or any Guarantor into, another Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company or such Guarantor 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, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash before the Holders of the Notes or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of, premium, if any, or otherwise in a manner satisfactory interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the holders Notes of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of, receiverpremium, liquidating trusteeif any, custodianor interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to include shares of stock which the Holders of the 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 (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 reorganized 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 readjustedconcurrent 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 and excluding any Defeasance Trust Payment), shall be paid by the Company to the Trustee or any other corporation provided for Holder of Notes at a time when such payment or distribution is prohibited by a plan SECTION 8.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding 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 by the Trustee (if the Notice required by SECTION 8.06 has been received by the Trustee) or the Holder to, the holders of Senior Indebtedness (pro rata to substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section SECTION 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon or securities of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be payable or deliverable by reason paid in full in cash before the Holders of the payment Notes or the Trustee on behalf of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness Holders shall be entitled to receivereceive any payment by such Guarantor of the principal of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Notes for application cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (excluding any payment thereofor distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of 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 such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including any Junior Subordinated Payment, to which may be payable or deliverable in respect the Holders of the Securities Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of the Indenture and this Supplemental Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Proceeding. Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor 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 Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including shall be made directly to the Trustee or any Junior Subordinated Payment, Holder of Notes at a time when such payment or distribution is prohibited by Section 8.3(a) and before all obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are 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 Indebtednesscash, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith by the Trustee (if the Notice required by Section 8.6 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or trustees or agent or other Person making payment or distribution agents under any indenture pursuant to which any of assets of the Company such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Guarantor Senior Indebtedness has been paid in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Six shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.3 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIISix.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution securities of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due with respect to all Senior Debt of such Guarantor (including any Junior Subordinated Paymentinterest accruing on or after, or which may would accrue but for, an event of bankruptcy, regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be payable paid in full, or deliverable payment provided for, in respect either case in cash or cash equivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities in or the Trustee on behalf of such Holders shall be entitled to receive any Guarantor Securities Payment. Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such Proceeding. In the event thatdissolution or winding-up or liquidation or reorganization, 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 such Guarantor of any kind or character, whether in cash, property or securities, including 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 such Guarantor or by any Junior Subordinated Paymentreceiver, before trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their 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, to the extent necessary to pay all such Senior Indebtedness is paid Debt in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner form satisfactory to the holders of such Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, Debt after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article onlyDebt. (b) In the event that, notwithstanding the words “foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any kind or character, whether in cash, property or securities” , shall not be deemed to include shares received by the Trustee or any Holder of stock Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Company as reorganized or readjustedSenior Debt of such Guarantor are paid in full, or securities payment provided for, such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their respective representatives, or to the Company trustee or trustees under any other corporation provided indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for by a plan application to the payment of reorganization such Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or readjustment which securities are subordinated in right provision therefor to or for the holders of payment to all then outstanding such Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. Debt. (c) The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five or Section 11.03 shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive or such Guarantor or successor entity shall be released from the Guarantee pursuant to the terms of Section 11.03.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Senior Indebtedness of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest on the Securities of any series or any other Indenture Obligations; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including in respect of principal, premium, if any, and interest on the Securities of any Junior Subordinated Payment, series or any other Indenture Obligations before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its the Company’s properties or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale such assets as an entiretysale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company’s properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or sale other disposal, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Paymenttotal or partial liquidation, before 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 Indebtedness Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such Cash Equivalents before any payment or distribution shall of any kind or character is made on account of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise (except that holders of the Securities may receive and retain Permitted Junior Securities and Defeasance Trust Payments). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of any Obligations on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” securities (excluding any Defeasance Trust Payment), 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 not be deemed made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to include shares the holders of stock the Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior 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 Debt may have been issued, as reorganized their respective interests may appear, to the extent necessary to pay all such Senior Debt in full in cash or readjustedCash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (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 Defeasance Trust Payment), shall be received by the Trustee or any other corporation provided Holder of Securities at a time when such payment or distribution is prohibited by Section 8.03(a) and before all Obligations in respect of Senior Debt of the Company are paid in full in cash 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 Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by a plan such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of reorganization such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or readjustment which securities are subordinated in Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (c) 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 all then be satisfied shall be deemed to be reinstated and outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Articleif such payment has not occurred. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with liabilities of the Company’s insolvency or bankruptcy (each , then and in any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form acceptable to the holders of Senior Indebtedness, of all amounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, or interest on the Securities or any other Indenture Obligations; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents or in any other form acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of any kind or character, whether such Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including in respect of principal, premium, if any, and interest on the Securities or any Junior Subordinated Payment, other Indenture Obligations before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other form acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its the Company's properties or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by sale such assets as an entiretysale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or sale other disposal, comply with the conditions set forth in Article VIII.Eight. 118

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution securities of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Guarantor of any kind or character, whether in cash, property or securities, including upon any Junior Subordinated Paymentdissolution or winding-up or liquidation or reorganization of such Guarantor, which may whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment for the benefit of creditors or any marshaling of such Guarantor's assets, the holders of Guarantor Senior Debt of such Guarantor shall be payable or deliverable entitled to receive payment in full in cash of all Obligations due in respect of such Guarantor Senior Debt before the Holders of the Securities in or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of or interest on the Securities pursuant to its Guarantee, or any payment 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 (except that Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article Eight). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such Proceeding. In the event thatdissolution or winding-up or liquidation or reorganization, 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 such Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto which the Holders of the Securities or the Trustee on their behalf would be entitled, before all Senior Indebtedness is paid in full or payment thereof is provided but for in cash or cash equivalents or otherwise in a manner satisfactory to the holders subordination provisions of Senior Indebtednessthis Indenture, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by such Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets distribution, directly to the holders of the Company for application Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their representatives or to the payment of all trustee or trustees or agent or agents under any agreement or indenture pursuant to which any such Guarantor Senior Indebtedness remaining unpaidDebt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article onlyDebt. (b) In the event that, notwithstanding the words “foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities” , shall not be deemed to include shares received by the Trustee or any Holder of stock Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all Obligations in respect of the Company as reorganized or readjustedGuarantor Senior Debt of such Guarantor are paid in full in cash, or securities 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 to, the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the Company respective amounts of Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any other corporation indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of the Guarantor Senior Debt remaining unpaid until all such Guarantor Senior 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 Guarantor Senior Debt; provided for by a plan that the Trustee shall be entitled to receive from the holders of reorganization or readjustment which securities are subordinated in right Guarantor Senior Debt written notice of payment to all then outstanding the amounts owing on the Guarantor Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety entirety, to another Person upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (A) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with and liabilities of the Company’s insolvency or bankruptcy (each , then and in such event, if any, herein sometimes referred to as a “Proceeding”), then (i) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of (and premium, if any) and interest, if any, on such all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesscash, before the Holders of the Securities of a series are entitled to receive any payment on account of the principal (and premium, if any), or retain interest, if any, in respect of the Securities of that series; and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Sixteen, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness Debt of the Company (including any series of the Securities) being subordinated to the payment of the SecuritiesSecurities of a series, shall be paid by the liquidating trustee or agent or other person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Junior Subordinated Payment”)the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (or and premium, if any) or interest, if any, and interest on the Securities Senior Indebtedness held or on account represented by each, to the extent necessary to make payment in full of the purchase all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or other acquisition of Securities by the Company or any Subsidiary and distribution to that end the holders of such Senior Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such ProceedingIndebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 16.2, the Trustee or the Holder of any Security of a series shall have received receive any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company being subordinated to the payment of the Securities of that series, before all Senior Indebtedness 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 Indebtednessfor, and if written notice thereof shall, at least three Business Days prior such fact shall then have been made known to the time of such payment or distributionTrustee, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Sixteen only, the words “any payment "Cash, Property or distribution of any kind or character, whether in cash, property or securities” Securities" shall not be deemed to include shares of stock Capital 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 of which securities are subordinated in right of payment is subordinated, at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle Sixteen with respect to the Securities of the applicable series, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness 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 into, another Person person or the liquidation or dissolution of the Company following the sale conveyance or transfer of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 16.2 if the Person person formed by such consolidation or into which the Company is merged or the Person person which acquires by sale such conveyance or transfer all or substantially all of the assets as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Issuer of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment, which may be payable dissolution or deliverable in respect winding-up or total or partial liquidation or reorganization of the Securities Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made, other than conversion of the Notes into Common Stock in accordance with Section 5.1 hereof. Upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Stock in accordance with Section 5.1 hereof, shall be paid by the Issuer or by any Junior Subordinated Paymentreceiver, before all Senior Indebtedness is paid trustee in full bankruptcy, liquidating trustee, agent or other person making such payment thereof is provided for in cash or cash equivalents distribution, or otherwise in a manner satisfactory by the Holders of the Notes if received by them, directly to the holders of Senior IndebtednessDebt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith 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 bankruptcyfull after giving effect to any concurrent payment, receiverdistribution or provision therefor to or for the holders of Senior Debt. (b) Notwithstanding the foregoing, liquidating trustee, custodian, assignee, agent or other Person making in the event that any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution Issuer of any kind or character, whether in cash, property or securities” , other than conversion of the Notes into Common Stock in accordance with Section 5.1 hereof, shall be received by any Holder when such payment or distribution is prohibited by Section 7.3(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 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, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (c) For purposes of Section 7 of this Note, the words "cash, property or securities" shall not be deemed to include (x) shares of stock of the Company Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Company Issuer or any other corporation Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes 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 (z) securities of the Issuer or any other Issuer provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment subordinated, to all then outstanding Senior Indebtedness to substantially at least the same extent as the Securities Notes, to the payment of all Senior Debt then outstanding; provided that (i) if a new Issuer results from such reorganization or readjustment, such Issuer assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are so subordinated as provided not, without the consent of such holders, altered by such reorganization or readjustment. Notwithstanding anything to the contrary in this Article. The consolidation Section 7, (i) a court referred to in clause (x) above may give effect, and state that it is giving effect to the subordination of the Company with, Notes in an order or decree which authorizes the merger payment in full of Senior Debt in assets other than cash or cash equivalents and (ii) any assets which the holders of the Company into, another Person or Notes are permitted to receive in accordance with the liquidation or dissolution provisions of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII this Section 7 shall not be deemed a Proceeding for subject to any claim by or on behalf of the purposes holders of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIISenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment(a) dissolution, before winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, all amounts due upon all Senior Indebtedness is of the Company shall first be paid in full full, or payment thereof is provided for in cash or cash equivalents or otherwise money in a manner satisfactory to the holders of Senior Indebtednessaccordance with its terms, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over or delivered forthwith is made by the Company with respect to the trustee principal of and premium, if any, or interest on the Securities, whether in bankruptcycash, receiverproperty or securities; and upon any such dissolution, liquidating trusteewinding-up, custodianliquidation or reorganization, assignee, agent or other Person making any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of Securities or the Trustee would be entitled to receive from the Company, except for application the provisions of this Article XIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of Securities or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Senior Indebtedness remaining unpaidof the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing 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 money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing paragraph, shall be received by the Trustee or any holder of Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee and, subject to the provisions of Article VII, the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article onlyXIV, the words “any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 readjustment, the payment of which securities are is subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (ii) the rights of the holders of such Senior Indebtedness 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 into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided for in Article VIII X shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIX. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets Properties of the Company or payment on behalf of the Company with respect to creditors upon the Notes in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets Insolvency or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection Liquidation Proceeding with respect to the Company’s insolvency or bankruptcy : (each such event, if any, herein sometimes referred to as a “Proceeding”), then a) the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall must be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesspayment, before the Holders of the Securities Notes are entitled to receive any direct or retain any indirect payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the than Permitted Junior Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any, on) or interest, if any, interest on the Securities Notes or on account of the purchase or redemption or other acquisition of Securities by the Company Notes; and (b) any direct or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any indirect payment or distribution of Properties of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), including any Junior Subordinated Paymentby set-off or otherwise, to which may be payable the Holders or deliverable in respect the Trustee, on behalf of the Securities Holders, would be entitled but for the provisions of this Article shall be paid by the Company or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Proceeding. In Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentby set-off or otherwise, in respect of principal of (or premium, if any, on) or interest on the Notes before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfull, then and in such event such payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities) shall be received and held in trust for and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaidCompany, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its assets as an entirety Properties to another Person or the liquidation or dissolution group of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon Affiliated Persons pursuant to, and in compliance with, the terms and conditions set forth in Article VIII Eight hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a Proceeding prerequisite to any payments being made to the Holders) for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIISection.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash before the Holders of the Securities or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or otherwise in a manner satisfactory 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 holders Securities of Senior Indebtednessany cash, and if written notice thereof shall, at least three Business Days prior to the time of such payment property or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of or interest on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to include shares of stock 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 reorganized 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 readjustedconcurrent 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 and excluding any Defeasance Trust Payment), shall be received by the Trustee or any other corporation provided for Holder of Securities at a time when such payment or distribution is prohibited by a plan Section 8.03(a) and before all obligations in respect of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding 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 substantially such holders on the same extent 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 Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull 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 Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto creditors in an Insolvency or Liquidation Proceeding relating to the Company or its property, before whether voluntary or involuntary, all Obligations due upon all Senior Indebtedness is Debt shall first be paid in full or payment thereof is provided for in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Senior IndebtednessDebt, and if written notice thereof shallby the Company or any of its Subsidiaries, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over of any kind or delivered forthwith to character is made on account of any Obligations on the trustee in bankruptcyNotes, receiveror for the acquisition, liquidating trusteeby the Company or any of its Subsidiaries, custodianof any of the Notes for cash or property. Upon any such Insolvency or Liquidation Proceeding, assignee, agent or other Person making any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes or the Trustee would be entitled shall not be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the amounts of Senior Debt held by such holders) or their Representatives, as their interests may appear, for application to the payment of the Senior Debt remaining unpaid until all such Senior Debt has been paid in full, after giving effect to any 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 Custodian under any Bankruptcy Law, then, if such payment is recovered by, or paid over to, such Custodian the Senior Debt or part thereof originally intended to be satisfied shall be deemed to include shares be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of stock assets of the Company as reorganized of any kind or readjustedcharacter, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.3(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 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 securities 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 Company 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 other corporation provided concurrent payment, distribution or provision therefor to or for by a plan the holders of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding such Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all or substantially all of its assets as an entirety assets, to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII V hereof shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.3 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIV hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon or securities of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be payable or deliverable by reason paid in full in cash before the Holders of the Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment of any other Indebtedness by such Guarantor of the Company (including any series of the Securities) subordinated to the payment of the Securitiesprincipal of, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) , or interestinterest on the Notes pursuant to such Guarantor's Guaranty, 105 or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities Notes upon any such dissolution or on account of the purchase winding-up or other acquisition of Securities by the Company total liquidation or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofreorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including any Junior Subordinated Payment, to which may be payable or deliverable in respect 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 such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Proceeding. Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor 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 Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), including shall be received by the Trustee or any Junior Subordinated Payment, Holder of Notes at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are 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 Indebtednesscash, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or trustees or agent or other Person making payment or distribution agents under any indenture pursuant to which any of assets of the Company such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Guarantor Senior Indebtedness has been paid in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dis- solution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including upon any Junior Subordinated Paymentdissolution or winding up or total or partial liquidation or reorganization of the Company, before all Senior Indebtedness is paid in full whether voluntary or payment thereof is provided for in cash involuntary or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiverinsolvency, liquidating trustee, custodian, assignee, agent receivership or other Person making proceedings, all amounts due or to become due with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy to the extent that such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in 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 of the principal of, premium, if any, or interest on the Securities, or any payment 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. Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, 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 for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed , to include shares of stock 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 as reorganized or readjustedby any receiver, trustee in bankruptcy, liquidating trustee, agent or securities other person making such payment or distribution, directly to the holders of Senior Debt of the Company or their representatives or to the trustee or trustees under any other corporation provided for by a plan of reorganization indenture pursuant to which any such Senior Debt may have been issued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, distribution or readjustment which securities are subordinated in right of payment provision therefor to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part holders of such consolidation, merger, or sale comply with the conditions set forth in Article VIIISenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution Company of any kind or character, whether in cash, property property, or securities (including securities, to creditors upon any payment total or distribution which may be payable partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or deliverable by reason marshaling of the payment of any other Indebtedness assets of the Company (including any series of the Securities) subordinated to the payment of the Securitiesor in a bankruptcy, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”)reorganization, on account of principal of (or premiuminsolvency, if any) or interest, if any, on the Securities or on account of the purchase receivership or other acquisition of Securities by similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Designated Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any Subsidiary and to that end bankruptcy or other like proceeding at the holders of rate specified in the applicable Designated Senior Indebtedness shall be entitled to receiveDebt, for application to the payment thereofwhether or not such interest is an allowed claim in any such proceeding), before any payment or distribution of any kind or charactercharacter is made on account of any Obligations on, whether in cashor with respect to, the Notes, or for the acquisition of any of the Notes for cash or property or securitiesotherwise, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in Permitted Open Market Purchases. Upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation, reorganization, receivership or the Holder of any Security shall have received similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentto which the Holders or the Trustee under this Indenture would be entitled, before all Senior Indebtedness is paid in full or payment thereof is provided except for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessprovisions hereof, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, 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 Designated Senior Debt (pro rata to such holders on the basis of the respective amounts of Designated 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 Designated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Designated Senior Debt remaining unpaid until all such Designated Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefore to or for the holders of Designated Senior Debt. (b) To the extent any payment of Designated 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 Designated 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. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding paragraph) of the Company’s obligation to make any distribution or payment pursuant to any Designated Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Designated Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article 12, with any turnover of payments as otherwise calculated pursuant to this Article 12 to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , shall not be deemed received by the Trustee or any Holder when such payment or distribution is prohibited by Section 12.3(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered directly to, the holders of Designated Senior Debt (pro rata to include shares of stock such holders on the basis of the Company as reorganized respective amounts of Designated Senior Debt held by such holders) or readjustedtheir respective Representatives, or securities to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the Company payment of Designated Senior Debt remaining unpaid until all such Designated Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any other corporation provided concurrent payment, distribution or provision therefore to or for by a plan the holders of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding such Designated Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all or substantially all of its assets as an entirety assets, to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII 5 hereof and as long as permitted under the terms of the Designated Senior Debt shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale comply transfer, assume the Company’s obligations hereunder in accordance with the conditions set forth in Article VIII5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s 's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “"Proceeding”"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Junior Subordinated Payment”"), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated 62 as provided in this Article. The consolidation of the Company with, or the merger of the Company into, 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 any 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 to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such 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, or sale comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders securities of the Securities are entitled to receive or retain any payment or distribution Company of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason made to Holders of the payment Securities under the terms of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such but excluding any payment or distribution being hereinafter referred to as a “of Permitted Junior Subordinated Payment”Securities), on account upon any dissolution or winding-up or total or partial liquidation or reorganization of principal the Company, whether voluntary or in- voluntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due with respect to Senior Indebtedness shall first be paid in full in cash before the Holders of (or premium, if any) or interest, if any, on the Securities or the Trustee on account behalf of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness such Holders shall be entitled to receivereceive any payment by the Company of the principal of or interest or Additional Interest on the Securities, or any payment to acquire any of the Securities for application cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (including any payment thereofmade to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any pay- ment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest or Additional Interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of any kind assets or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 se- curities of the Company of any kind or character, whether in cash, property or securities, securities (including any Junior Subordinated Payment, before all Senior payment made to Holders of the Securities under the terms of Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory subordinated to the holders Securities, but excluding any pay- ment or distribution of Senior IndebtednessPermitted Junior Securities), and if written notice thereof shallto which the Holders of the Securities or the Trustee on their behalf would be entitled, at least three Business Days prior to but for the time subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Per- son making such payment or distribution, have been received 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 a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment holders) or distribution shall be paid over their representatives or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment trustees under any agreement or distribution indenture pursuant to which any of assets of the Company for application to the payment of all such Senior Indebtedness remaining unpaidmay have been issued, as their respective inter- ests may appear, to the extent necessary to pay all such Senior Indebtedness in full, full in cash after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only. (b) In the event that, notwithstanding the words “foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securi- ties of the Company of any kind or character, whether in cash, property or securities” se- curities, shall not be deemed to include 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.80

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Guarantor of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Paymenttotal or partial liquidation, which may dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall first be payable paid in full in cash or deliverable in respect Cash Equivalents, or such payment duly provided for to the satisfaction of the Securities holders of Senior Debt, before any payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of 295 -115- any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities. Upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding-up, the Trustee liquidation, reorganization, receivership or the Holder of any Security shall have received similar proceeding, any payment or distribution of assets of the Company any Guarantor of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, including any other than payments or distributions in Junior Subordinated PaymentSecurities, before all Senior Indebtedness is paid in full to which the Holders of the Notes or payment thereof is provided the Trustee under this Indenture would be entitled, except for in cash or cash equivalents or otherwise in a manner satisfactory to the holders provisions of Senior Indebtednessthis Article Eleven, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over by such Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, 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 Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor 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 Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor 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 Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, 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 Guarantor 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 for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution a Guarantor of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities” , other than in Junior Securities, shall not be deemed received by any Holder when such payment or distribution is prohibited by Section 11.11(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 Guarantor Senior Debt (pro rata to include shares of stock such holders on the basis of the Company as reorganized respective amount of Guarantor Senior Debt held by such holders) or readjustedtheir respective Representatives, or securities to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the Company payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any other corporation provided for by a plan of reorganization concurrent payment, distribution or readjustment which securities are subordinated in right of payment provision therefor to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part holders of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIGuarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Paymentdissolution or winding-up or total or partial liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations due or to become due upon all Senior Indebtedness is Debt shall first be paid in full or payment thereof is provided for in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distributionduly provided for, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over is made on account of any Obligations on the Notes, or delivered forthwith to for the trustee in bankruptcyacquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, receiverwinding-up, liquidating trusteeliquidation or reorganization, custodian, assignee, agent or other Person making any payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts 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 104 -95- 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 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 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 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 Debt. (d) For purposes of this Article Ten, the words "cash, property or securities" shall not be deemed to include 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 which securities are subordinated in right of payment subordinated, to all then outstanding Senior Indebtedness to substantially at least the same extent as the Securities are so subordinated as Notes, to the payment of all Senior Debt and to the payment of all securities issued 105 -96- in exchange therefor to the holders of Senior Debt at the time outstanding; provided that with respect to securities of any other corporation, such securities shall only be excluded from the operation of this Article Ten if the plan of reorganization or readjustment has been approved by at least a majority in this Articleprincipal amount of the Indebtedness then outstanding under the Credit Agreement and at least a majority in principal amount of any other Designated Senior Debt then outstanding. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all or substantially all of its assets as an entirety assets, to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale comply transfer, assume the Company's obligations hereunder in accordance with the conditions set forth in Article VIIIFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any Junior Subordinated Payment(a) dissolution, before winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, all amounts due upon all Senior Indebtedness is of the Company shall first be paid in full full, or payment thereof is provided for in cash or cash equivalents or otherwise money in a manner satisfactory to the holders of Senior Indebtednessaccordance with its terms, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such before any payment or distribution shall be paid over or delivered forthwith is made by the Company with respect to the trustee principal of and premium, if any, or interest on the Securities, whether in bankruptcycash, receiverproperty or securities; and upon any such dissolution, liquidating trusteewinding-up, custodianliquidation or reorganization, assignee, agent or other Person making any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of Securities or the Trustee would be entitled to receive from the Company, except for application the provisions of this Article XIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of Securities or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Senior Indebtedness remaining unpaidof the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing 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 money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing paragraph, shall be received by the Trustee or any holder of Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee, subject to the provisions of Article VII, the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article onlyXIV, the words “any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities” shall not be deemed to include 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 readjustment, the payment of which securities are is subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this ArticleArticle XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (ii) the rights of the holders of such Senior Indebtedness 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 into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided for in Article VIII X shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIX. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments, the Trustee under or pursuant to Section 7.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In case of the pendency of any payment or distribution of assets to creditors upon any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for the benefit of creditorsarrangement, marshaling of assets adjustment, composition or any bankruptcy, insolvency, debt restructuring other judicial proceeding relative to a Guarantor or similar proceedings in connection with the Company’s insolvency or bankruptcy its property (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”"), then the holders of Senior Indebtedness of the Company and such Guarantor shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any (including Additional Sums and Additional Amounts, if any), on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessIndebtedness of the Company and such Guarantor, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company or such Guarantor (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior "Guarantor Senior Subordinated Payment”"), on account of principal of (or premium, if any) or interestinterest (including Additional Sums and Additional Amounts, if any, ) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary Subsidiary, and to that end the holders of Senior Indebtedness of the Company and such Guarantor 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, including any Junior Guarantor Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Guarantor Proceeding. 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 of the Company or any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Guarantor Senior Subordinated Payment, before all Senior Indebtedness of the Company and such Guarantor 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 such Senior Indebtedness, and if written notice thereof such fact shall, at least three Business Days or prior to the time of such payment or distribution, have been received by a Responsible Trust Officer made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or such Guarantor for application to the payment of all Senior Indebtedness of the Company and such Guarantor remaining unpaid, to the extent necessary to pay all Senior Indebtedness of the Company and such Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Company and such Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include shares of stock of the Company or any 119 EXECUTION 129 Guarantor as reorganized or readjusted, or securities of the Company or any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness of the Company and such Guarantor to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company or any Guarantor with, or the merger of the Company or any Guarantor into, another Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company or such Guarantor 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, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution In the event of assets to creditors upon any liquidation, dissolution, winding upup or reorganization of the Company (whether voluntary or involuntary and whether in insolvency or receivership proceedings, reorganization, or upon an assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or any bankruptcy, insolvency, debt restructuring liabilities of the Company or similar proceedings in connection with the Company’s insolvency or bankruptcy (each otherwise)(each such event, if any, herein sometimes referred to as a “"Proceeding”"), then the holders Company and each Holder of a Security, by his acceptance thereof, covenant and agree that: (1) all Senior Indebtedness Debt shall first be entitled to receive paid in full, before any payment in full of or distribution is made upon the principal of or interest on the Securities; (and premium, if any2) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of assets of the Company or from the estate created by the commencement of any kind or charactersuch Proceeding, whether in cash, property or securities securities, to which the Holders of the Securities would be entitled but for the provisions of this Article (including any payment or distribution which may be payable or deliverable by reason to Holders of the payment Securities made -68- 76 in respect of any other Indebtedness indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Junior Subordinated Payment”), on account of principal of (") shall be paid or premium, if any) or interest, if any, on the Securities or on account of the purchase or other acquisition of Securities delivered by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receivereceiver, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness 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 Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company for application distribution, directly to the payment holders of all Senior Indebtedness remaining unpaidDebt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness in fullDebt remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes Debt, before any payment or distribution is made to the Holders of this Article only, the words “Securities; and (3) in the event that any payment or distribution of any kind or character, whether in cash, property or securities” securities shall not be deemed received by the Holder of any Security in contravention of subsection (1) or (2) of this Section 13.2 (including any Junior Subordinated Payment) before all Senior Debt is paid in full such payment or distribution shall be held for the benefit of and paid over to include shares the holders of stock such Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of Senior Debt. The Company shall give prompt written notice to the Holders of the Company as reorganized Securities of any dissolution, winding-up, liquidation or readjusted, or securities reorganization of the Company or any other corporation provided assignment for by a plan the benefit of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Articlecreditors. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale sale, conveyance or lease of all or substantially all of its assets as an entirety properties to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII corporation shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, sale, conveyance or sale comply with lease, expressly assume the conditions set forth in Article VIIIdue and punctual payment of the principal of and interest on the Securities, according to their tenor, and the due and punctual performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 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 of the Company of any kind or character, whether in cash, property or securities, including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, all Senior Indebtedness is shall first be paid in full or payment thereof is provided for in cash or cash equivalents (or otherwise such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior ) or otherwise to the time extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or cash equivalents, before the Holders of the Notes or the Trustee on behalf of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution Holders shall be paid over entitled to receive any payment by the Company of the principal of, premium, if any, or delivered forthwith interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the trustee Notes of any cash, property or securities (in bankruptcyeach case other than Junior Securities). Before any payment may be made by, receiveror on behalf of, liquidating trusteethe Company of the principal of, custodianpremium, assigneeif any, agent or other Person making 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 for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed securities (in each case other than Junior Securities), to include shares of stock which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, payment 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 reorganized their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash or readjustedcash equivalents (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 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. (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 (in each case other than Junior Securities), shall be received by the Trustee or any other corporation Holder of Notes at a time when such payment or distribution is prohibited by Section 4.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash or cash equivalents (or such payment shall be duly provided for by in a plan manner satisfactory to the holders of reorganization Senior Indebtedness) or readjustment which securities are subordinated in right otherwise to the extent holders of payment to all then outstanding Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash 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 (pro rata to substantially such holders on the same 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 issued 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 cash equivalents (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent as holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Securities are so subordinated as provided in this Articleholders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or limited liability company or the liquidation or dissolution of the Company following the sale sale, conveyance, transfer or lease of all the Company's and its subsidiaries' property as an entirety, or substantially all of its 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 assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII 13 shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section Article 4 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer or sale lease, comply with the conditions set forth stated in Article VIII13.

Payment Over of Proceeds Upon Dissolution, Etc. Upon of a Guarantor. In the event of (a) any payment insolvency or distribution of assets bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding-up of any Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets or liabilities of any bankruptcyGuarantor, insolvency, debt restructuring or similar proceedings then and in connection with the Company’s insolvency or bankruptcy (each any such event, if any, herein sometimes referred to as a “Proceeding”), then : (1) the holders of all Guarantor Senior Indebtedness Debt of such Guarantor shall be entitled to receive payment in full in cash or, as acceptable to the holders of principal such Guarantor Senior Debt, in any other manner of all amounts due on or in respect of all such Guarantor Senior Debt (including, in the case of Obligations under the Amended and premiumRestated Credit Agreement, if any) and interestrelated Currency and Interest Rate Agreement Obligations of such Guarantor, if anyany interest accruing subsequent to the filing of a petition for bankruptcy at the rate provided for in the documentation governing such Obligations under the Amended and Restated Credit Agreement, on and Interest Rate Agreement Obligations of such Senior IndebtednessGuarantor, as the case may be, whether or not such interest is an allowed claim under applicable law), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesspayment, before the Holders of the Securities Notes are entitled to receive or retain receive, pursuant to this Guarantee, any payment or distribution of any kind or character, whether in cash, property character by or securities on behalf of such Guarantor on account of the Guarantor's Obligations under the Notes; and (including 2) any payment or distribution which may be payable or deliverable by reason of the payment assets of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest, if any, 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 Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Guarantor of any kind or character, whether in cash, property or securities, including by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article Thirteen shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Debt of such Guarantor or their representative or representatives or to the trustee or trustees under any Junior Subordinated Paymentindenture under which any instruments evidencing any of such Guarantor Senior Debt may have been issued, which may be payable ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Debt held or deliverable represented by each, to the extent necessary to make payment in respect full in cash of all such Guarantor Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Securities holders of such Guarantor Senior Debt; and (3) in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.05, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, property or securities, including in respect of any Junior Subordinated Payment, Obligations of such Guarantor under this Guarantee before all Guarantor Senior Indebtedness Debt of such Guarantor is paid in full in cash or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Senior Representative for application to the payment of all such Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness Debt in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior IndebtednessDebt. For purposes of this Article only, the words “any Any such payment or distribution of any kind or characterassets received by the Trustee, whether which is required to be paid over to the Senior Representative, will be held in cash, property or securities” shall not be deemed to include shares of stock trust by the Trustee for the benefit of the Company as reorganized or readjusted, or securities holders of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIDebt.