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

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of assets of the Company in the event of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, then and in any such event event (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations Principal Amount, interest or on account such other amounts as may be provided for in Section 2.3(a), if any, in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)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 Debt of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other Person 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 12.2, the Trustee or the Holder of any Security shall have received receive any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Debt of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee as provided in cash (or Section 12.10, or, as otherwise agreed to by the holders of Senior Indebtedness)case may be, such Holder, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)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 "CASH, PROPERTY OR SECURITIES," or any combination thereof, shall not be deemed to include shares of 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 is subordinated, at least to the extent provided in this Article 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 with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person corporation formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all of such properties and the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight.V.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 therewithproceeding, relative to the Company or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of the Company or any other corporation that are equity securities or are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any dissolution, insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by before the holders of Senior Indebtedness) before the Holders of the Securities Debentures are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Subordinated Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions except that holders of Sections 402 Debentures may receive and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than retain Permitted Junior PaymentsSecurities), by set-off or otherwise, and to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 that end 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, shall be entitled to receive from 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, 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution for application to the holders of such Senior Indebtedness; and (3) in the event thatpayment thereof, 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 (excluding Permitted Junior Payments)securities, which may be payable or deliverable in respect of the Indenture Subordinated Obligations before all Senior Indebtedness is paid in full in cash any such case, proceeding, dissolution, liquidation or other winding up or event, assignment or marshalling (or as otherwise agreed to by the except that holders of Senior Indebtedness), then Debentures may receive and in such event such payment or distribution (excluding retain Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessSecurities), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease conveyance or other disposal transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 14 shall not be deemed a 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 4.02 if the Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight14.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up or arrangement, adjustment, protection, relief or composition of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or and liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of principal of (or premium, if any, on) or interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance any fees or other acquisition of, or amounts payable by the Company in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);connection therewith; and (2) the priority of the claims of Holders of Securities will be on a parity with that of holders of the Original Series Debentures remaining outstanding after the Exchange Closing; and (3) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this Article Thirteen, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities (except for any such payment or distribution of securities which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Indebtedness then outstanding), shall be paid by the liquidating trustee or agent or other Person 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 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, for application to (in the extent necessary to make case of cash) or as collateral for (in the case of property or securities) the payment or prepayment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (34) 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 of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be received and held in Trust trust for the benefit of, holders of Senior Indebtedness and shall be paid over or delivered forthwith to, to the holders of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to (in the case of cash) or as collateral for (in the case of property or securities) the payment or prepayment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness shall have been paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of the all Senior Indebtedness Indebtedness, or provision shall first be paid in full in cash (or as otherwise agreed to by made for such payment, before the holders of Senior Indebtedness) before the Holders of the Securities any Subordinated Indebtedness are entitled to receive any payment or distribution of any kind or character (excluding other than any payment or distribution in the form of equity securities or subordinated securities of the Company or any successor obligor with respect to the Senior Indebtedness provided for by a plan of reorganization or readjustment 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 substantially the same extent as, or to a greater extent than, the Subordinated Indebtedness is so subordinated as provided in this Article (such equity securities or subordinated securities hereinafter being "Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this IndentureSecurities");); and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders holders of the Subordinated Indebtedness or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder any holder of any Security Subordinated Indebtedness shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of the Indenture Obligations Subordinated Indebtedness before all Senior Indebtedness is paid in full or payment thereof provided for in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, then and in such event such payment or distribution (excluding other than a payment or distribution in the form of Permitted Junior PaymentsSecurities) shall be received and held in Trust trust for the benefit of, of the holders of Senior Indebtedness and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight the Subordinated Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes purpose of this Section Article if the Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eightthe Subordinated Indenture under which the Securities are issued.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event Upon any payment or distribution 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 assets of the Company or its assets, or (b) to creditors upon any liquidation, dissolution or other winding up of the Companydissolution, whether voluntary or involuntarywinding-up, or whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other marshaling creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyCompany (each such event, then and if any, herein sometimes referred to as a "Proceeding"): (1) the holders of Senior Indebtedness shall be entitled to receive payment in any such event full in cash of all amounts due on or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Debentures are entitled to receive any payment (including any payment to Holders of the Debentures made in respect of any other Indebtedness of the Company subordinated to the payment of the Debentures, such payment or distribution of any kind or character (excluding Permitted being hereinafter referred to as a "Junior Payments) Subordinated Payment"), on account of the Indenture Obligations principal of (and premium, if any) or interest on the Debentures or on account of the any purchase, redemption, defeasance redemption or other acquisition ofof Debentures by the Company, or in respect ofany Subsidiary of the Company, the Indenture Obligations Trustee or any Paying Agent (other than amounts previously set aside all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with the Trusteea Proceeding, or payments previously madeherein referred to, in either caseindividually and collectively, pursuant to the provisions of Sections 402 as a "Debentures Payment"); and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders of the Debentures 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Debenture shall have received in connection with any Proceeding any Debentures Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such Debentures 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 of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by 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 a payment or distribution of stock or securities of the Company 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 than, the Debentures 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, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article EightEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, then and in any such event event; (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities or Coupons are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal of or interest on account or any other amount owing in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 Securities and 403 of this Indenture);any Coupons; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Seventeen, including any such 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 or Coupons, shall be paid paid, to the extent permitted by law, 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 1702, the Trustee or the Holder of any Security or Coupon shall have received receive any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Debt of the Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall shall, to the extent permitted by law, be held in Trust trust for the benefit of, of and shall be paid over or delivered forthwith to, 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 such Senior Indebtedness have been issued for application to the payment of all Senior Indebtedness remaining unpaidunpaid in the manner provided in clause (2) of the immediately preceding paragraph, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Seventeen only, the words "cash, property or securities" shall not be deemed to include shares of 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 is subordinated, at least to the extent provided in this Article Seventeen with respect to the Securities and Coupons, 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, including without limitation, such rights being impaired within the meaning of Section 1124 of Title 11 of the United States Code, or any impairment of the right to receive interest accruing during the pendency of a bankruptcy or insolvency proceeding, including proceedings under Title 11 of the United States Code. 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, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 1702 if the corporation or Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all the assets of such properties and assets substantially as an entiretythe Company, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the CompanyCompany (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under Article 10), then and in any such event all amounts due or to become due on or in respect event: (i) the holders of the Senior Indebtedness shall first will be paid entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency or as otherwise agreed to by similar proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowed claim in any such proceeding), or provision shall be made for such payment in full, before the holders of Senior Indebtedness) before the Holders of the Securities are Notes will be entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Paymentsother than any payment made pursuant to Article 14 from monies or U.S. Government Obligations previously deposited with the Trustee) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant interest on or with respect to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Paymentspayments made pursuant to Article 14 from monies or U.S. Government Obligations previously deposited with the Trustee), by set-off or otherwise, to which the Holders holders of the Notes or the Trustee would be entitled but for the provisions of this Article Indenture 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 10 shall not be deemed a 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 surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eight10.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any Distribution of assets of the Issuer 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 the Company Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the CompanyIssuer, then and in any such event event; (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities or Coupons are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal of or interest on account or any other amount owing in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 Securities and 403 of this Indenture);any Coupons; and (2) any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Issuer being subordinated to the payment of the Securities or Coupons, shall be paid paid, to the extent permitted by law, by the liquidating trustee or agent or other Person 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 13.2, the Trustee or the Holder of any Security or Coupon shall have received receive any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Debt of the Issuer being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall shall, to the extent permitted by law, be held in Trust trust for the benefit of, of and shall be paid over or delivered forthwith to, 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 such Senior Indebtedness have been issued for application to the payment of all Senior Indebtedness remaining unpaidunpaid in the manner provided in clause (2) of the immediately preceding paragraph, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article 13 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to the Securities and Coupons, 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, including without limitation, such rights being impaired within the meaning of Section 1124 of Title 11 of the United States Code, or any impairment of the right to receive interest accruing during the pendency of a bankruptcy or insolvency proceeding, including proceedings under Title 11 of the United States Code. The consolidation of the Company Issuer with, or the merger of the Company with or Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight 9 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company Issuer for the purposes of this Section 13.2 if the Person corporation or person formed by such consolidation or into which the surviving entity of such merger Issuer is merged or the Person person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all the assets of such properties and assets substantially as an entiretythe Issuer, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight9.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of any Guarantor or (d) any other marshaling marshalling of assets or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of the all such Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive receive, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character (excluding other than a payment in the form of Permitted Junior PaymentsSecurities or from the trust described in Section 9.01 or Section 9.04) by such Guarantor on account of the Indenture Obligations or on account any obligations of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);such Guarantor under its Guarantee; and (2) any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) 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 of such Guarantor 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 such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the any Holder of any Security 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 (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of any of the Indenture Obligations of any Guarantor pursuant to its Guarantee (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) before all Senior Indebtedness of such Guarantor is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of such Guarantor for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of such Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 or Section 10.06, as applicable, hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eightsuch Section 10.06.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) Upon any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwisesecurities, to which the Holders creditors upon any total or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distributionpartial liquidation, 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Credit Agreement Obligations shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the Senior Creditors, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, except that the Holders of Notes may receive and retain (1) Permitted Junior Securities, (2) payments or deposits made pursuant to Article 9, and (3) other amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes or such amounts were set aside without violating the subordination provisions described herein. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Issuer 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 Issuer 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 the Representative, for the benefit of the Senior Creditors, for application to the payment of Credit Agreement Obligations remaining unpaid until all such Credit Agreement Obligations 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 Senior Creditors, except that Holders of Notes may receive and retain (x) Permitted Junior Securities, (y) payments or deposits made pursuant to Article 9 and (z) or other amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes or such amounts were set aside without violating the subordination provisions described herein. (b) To the extent any payment of Credit Agreement Obligations (whether by or on behalf of the Issuer, 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 Credit Agreement Obligations 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 Issuer 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 Representative, for the benefit of the Senior Creditors, for application to the payment of Credit Agreement Obligations remaining unpaid until all such Credit Agreement Obligations 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 Senior Creditors. (d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the terms and conditions provided in Article 5 hereof and as long as permitted under the terms of the Credit Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, corporation shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply assume the Issuer’s obligations hereunder in accordance with the conditions set forth in Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any payment or distribution of assets of 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 Guarantor to the Company or its assets, or (b) creditors upon any liquidation, dissolution or other winding up of the Companydissolu- tion, whether voluntary or involuntarywinding-up, or whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other marshaling creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor (each such event, then and if any, herein sometimes referred to as a "Proceeding"): (i) the holders of Senior Indebtedness shall be entitled to receive payment in any such event full in cash of all amounts due on or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities are entitled to receive any payment (including any payment to Holders made in respect of any other Indebtedness of the Guarantor subordinated to the payment of the Guarantee, such payment or distribution of any kind or character (excluding Permitted being hereinafter referred to as a "Junior Payments) Subordinated Payment"), on account of the Indenture Obligations Guarantee or on account of the any purchase, redemption, defeasance redemption or other acquisition ofof the Guarantee by the Guarantor, or in respect ofany Subsidiary of the Guarantor, the Indenture Obligations Guarantee Trustee or any Paying Agent (other than amounts previously set aside all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with the Trusteea Proceeding, or payments previously madeherein referred to, in either caseindividually and collectively, pursuant to the provisions of Sections 402 and 403 of this Indentureas a "Guarantee Subordinated Payment");; and (2ii) any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Guarantee 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this Section, the Guarantee Trustee or the a Holder of any 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations Guarantee Subordinated Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and Guarantee Subordinated Payment shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by 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 a payment or distribution of stock or securities of the 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 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 than, the Guarantee is so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company with or Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the surviving entity of such merger Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article EightEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness Debt for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of the Company or (d) any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of the all such Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding other than a payment in the form of Permitted Junior PaymentsSecurities or from the trust described in Section 9.01 or Section 9.04) on account of any Obligations on the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 12 (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) 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 of the Company 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 such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the any 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 (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations principal of, premium, if any, and interest on the Notes (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) before all Senior Indebtedness of the Company is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article 12 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its assets, whether voluntary or involuntary from any source, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of the all Senior Indebtedness Indebtedness, or provision shall first be paid made for such payment in full in cash (or as otherwise agreed Cash Equivalents to by the satisfaction of the holders of Senior Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character from any source (excluding other than a payment or distribution in the form of equity securities or subordinated securities of the Company or any successor obligor with respect to the Senior Indebtedness provided for by a plan of reorganization or readjustment that, in the case of any such subordinated securities, are subordinate 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 Article (such equity securities or subordinated securities hereinafter being "Permitted Junior PaymentsSecurities")) on account of the Indenture Subordinated Obligations or on account of the purchase, redemption, defeasance purchase or redemption or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Securities; and (2) any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior PaymentsSecurities), including by way of set-off or enforcement of any guarantee or otherwise, to which the Holders Trustee or the Trustee Holders would be entitled to receive but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 authorized 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor to the satisfaction of the holders of the Senior Indebtedness, to or for the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee any Taxes that have been withheld or the Holder of any Security shall have received deducted from any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (Securities, or as otherwise agreed any Taxes that ought to by the holders of Senior Indebtedness), then and in such event have been withheld or deducted from any such payment or distribution (excluding Permitted Junior Payments) that have been remitted to the relevant taxing authority, shall not be held in Trust considered to be an amount that a Holder or the Trustee is entitled to receive for the benefit of, and shall be paid over or delivered forthwith to, the holders purposes of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessSection 1202(2), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling 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 surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (i) the holders of Senior Debt shall be entitled to receive payment in full in cash or cash equivalents or provision acceptable to the requisite holders of Senior Debt made for such payments, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) Debt before the Holders of the Securities are entitled to receive any payment or distribution of any kind distribution, whether in cash, property or character securities (excluding Permitted Junior PaymentsSecurities) on account of the Indenture Senior Subordinated Note Obligations or on account for the acquisition of any of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), cash equivalents of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3iii) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set off or otherwise in respect of the Indenture any Senior Subordinated Note Obligations before all Senior Indebtedness Debt is paid or provided for in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash 176 equivalents, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b2) any liquidation, dissolution or other winding up of the Company, as the case may be, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c3) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, Company then and in any such event event: (a) the holders of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid entitled to receive payment in full in cash (or as otherwise agreed to by provision is made for payment in money or money's worth) of the holders principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all interest accruing after the commencement of Senior Indebtedness) any bankruptcy, insolvency, receivership or similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal (or premium, if any, on) or interest, if any, on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);such indebtedness; and (2b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 15 shall be paid by the Company, by the liquidating trustee or agent or other Person person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the representative or representatives of the holders of Senior Indebtedness or their representative or representatives Indebtedness, or to the trustee or trustees under any indenture under which any instruments instrument 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and; (3c) in the event that, notwithstanding the foregoing provisions of this SectionSection 15.02, 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 (excluding Permitted Junior Payments)securities, in respect of the Indenture Obligations before all Senior Indebtedness of the Company as the case may be, is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtednessprovision therefor is made in money or money's worth), then and in such event fact shall at or prior to the time of such payment or distribution (excluding Permitted Junior Payments) shall have been made known to the Trustee or such Holder, as the case may be held in Trust for the benefit of, and then such payment or distribution shall be paid over to the representative or delivered forthwith to, representatives of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtednessprovide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 15.02 if the Person formed by such consolidation or into which the surviving entity of such merger Company as the case may be, is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 15.2 and 403 15.3 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-set off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness Debt for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of: (1) In the event total or partial liquidation or a dissolution 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 the Company or its assetsthe Co-Issuer (until the Company is converted into a corporation); (2) a reorganization, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, insolvency, receivership of or similar proceeding relating to either Issuer or its Property; or (c3) any an assignment for the benefit of creditors or any other marshaling of either Issuer's assets or liabilities and liabilities, then (a) the holders of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first will be paid entitled to receive payment in full in cash or Cash Equivalents of such Senior Indebtedness (including interest accruing after, or as otherwise agreed to by which would accrue but for, the holders commencement of any proceeding at the rate specified in the applicable Senior IndebtednessIndebtedness whether or not a claim for such interest would be allowed) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior PaymentsSecurities) on account of principal of (or premium, if any, on) or interest on the Securities or on account of the purchase or redemption or other acquisition of the Securities (including pursuant to an optional redemption or a Change of Control Offer or an Asset Disposition Offer); however, the consolidation or merger of an Issuer or its liquidation or dissolution following the conveyance, transfer, lease, or other disposition of all or substantially all the properties and assets of the Company in compliance with Article IV or Section 3.18 shall not be deemed an insolvency or liquidation proceeding requiring the repayment of all of the Senior Indebtedness in full in cash or cash equivalents as a prerequisite to any payments being made to holders of Securities for the purposes of the subordination provisions of the Indenture; (b) any direct or indirect payment or distribution of Properties of each of the Issuers of any kind or character, whether in cash, property or securities (other than from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior Securities), by set-off or otherwise, to which the Holders or the Trustee Trustee, on behalf of the Holders, would be entitled but for the provisions of this Article shall XI, will be paid by the Issuers 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall will have received any payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set-off or otherwise, in respect of principal of (and premiums, if any, on) or interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, then and in such event such payment or distribution (excluding Permitted other than a payment or distribution from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall will be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company Issuers with, or the merger of either of the Company with or Issuers into, another Person or the liquidation or dissolution of the Company Issuers following the sale, assignment, conveyance, transfer, lease or other disposal disposition of all or substantially all its properties and assets substantially as an entirety Properties to another Person upon or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions set forth in Section 3.18 or Article Eight shall IV hereof will not be deemed an insolvency or liquidation proceeding (requiring the repayment of all Senior Indebtedness in full as a dissolution, winding up, liquidation, reorganization, assignment for prerequisite to any payments being made to the benefit of creditors or marshaling of assets and liabilities of the Company Holders) for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article EightSection.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of (ax) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case or proceeding in connection therewith, relative to the Company or its assetscreditors or its property, or (by) any proceeding for voluntary liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or Company whether or not involving insolvency or bankruptcybankruptcy proceedings, or (cz) any assignment for the benefit of creditors or any other marshaling of the assets or liabilities of the Company, then and in any such event event, (1) all amounts due or to become due on or in respect of the Senior Indebtedness (including interest accruing on such Senior Indebtedness after the date of filing a petition or other action commencing any such proceeding) shall first be paid in full, or have provision made for payment in full in cash (or as otherwise agreed to by the holders reasonable satisfaction of the holder of any Senior Indebtedness) , before the Holders holder of the Securities are this Note shall be entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal of or interest on account of the purchaseindebtedness evidenced by this Note, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Paymentssecurities of the Company or any other corporation provided for by a plan of reorganization or readjustment, provided the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in this Article VII with respect to this Note, to the payment of all Senior Indebtedness at the time outstanding and to the payment of all securities issued in exchange therefor to the holders of Senior Indebtedness at the time outstanding), by set-off or otherwise, to which the Holders or the Trustee holder of this Note would be entitled but except for the provisions of this Article VII, shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwiseother trustee or agent, 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to unpaid and/or outstanding (as the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtednesscase may be), after giving effect to any concurrent payment or distribution 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)to creditors upon any liquidation, by setdissolution, winding-off or otherwiseup, to which the Holders or the Trustee would be entitled but reorganization, assignment for the provisions benefit of this Article creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment shall be paid by duly provided for to 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 satisfaction of the holders of Senior Indebtedness Debt before any payment or their representative distribution of any kind 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 character is made on account of any Obligations on the Senior Indebtedness held Securities or represented by eachfor the acquisition, to the extent necessary to make payment in full in cash (redemption or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder defeasance of any Security shall have received of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, assignment, marshalling of assets, receivership or similar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities securities, to which the Holders 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 or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (excluding Permitted Junior Paymentspro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders), in respect 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 Indenture Obligations before payment of Senior Debt remaining unpaid until all such Senior Indebtedness is Debt has been paid in full in cash (or as otherwise agreed Cash Equivalents after giving effect to by any concurrent payment or distribution in cash or Cash Equivalents to or for the holders of Senior Indebtedness)Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, then 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 or securities of the Company of any kind or character, whether in such event cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution (excluding Permitted Junior Payments) is prohibited by Section 13.3(a), such payment or distribution shall be held in Trust trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness 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 Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight 8 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshaling of assets and liabilities of the Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or event the Company is not the surviving entity of corporation, such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, corporation shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply assume the Company’s obligations hereunder in accordance with the conditions set forth in Article Eight8 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of all amounts due or Senior Debt shall be entitled to become due on or in respect of the Senior Indebtedness shall first be paid receive payment in full in cash of all Obligations due in respect of such Senior Debt (including, in the case of obligations under the Amended and Restated Credit Agreement and Interest Rate Agreement Obligations, any interest accruing subsequent to the filing of any such proceedings at the rate specified in the agreements governing such Senior Debt whether or as otherwise agreed to by the holders of Senior Indebtednessnot interest is an allowed claim under applicable law) before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set off or otherwise in respect of the Indenture Obligations Notes before all Senior Indebtedness Debt is paid or provided for in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. Any such payment or distribution of the assets received by the Trustee, which is required to be paid over to the Senior Representative, will be held in trust by the Trustee for the benefit of the holders of the Senior Debt. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person person formed by such consolidation or the surviving entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Company, or to its assets, or (b2) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c3) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, then and in any such event specified in (1), (2) or (3) above (each such event, if any, herein sometimes referred to as a "Proceeding"): (A) the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of the Company or any other corporation that are equity securities or are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 1502 and 403 1503 of this Indenture);; and (2B) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessIndebtedness of the Company; and (3C) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness of the Company is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay all Senior Indebtedness of the Company in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Company. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 1203 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (bB) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment and satisfaction in full in cash or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Debentures are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Debentures; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article subsection (e) 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 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 in cash (or or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Sectionclause (ii), the Trustee or the Holder of any Security Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Debentures before all Senior Indebtedness is paid and satisfied in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)such payment and satisfaction thereof in cash is provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) upon written notice to the Holder of such Debenture shall be held by the Holder of such Debenture in Trust trust for the benefit of, of the holders of such Senior Indebtedness and shall be immediately paid over or delivered forthwith to, to the holders liquidating trustee or agent or other person making payment or distribution of Senior Indebtedness 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 in cash (or or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease transfer of all its assets (as an entirety or other disposal of its properties and assets substantially as an entirety entirety) to another Person person upon the terms and conditions set forth in Article Eight Section 8 hereof shall not be deemed a dissolution, winding 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 subsection (e) if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease transfer such assets (as an entirety or other disposal of such properties and assets substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, sale, assignment, conveyance, merger or transfer, lease or other disposal, comply with the conditions set forth in Article Eightsuch Section 8 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Debt of the Company shall be entitled to receive indefeasible payment in full in cash of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) Debt before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Paymentsother than a payment or distribution from the trust described in Section 9.01 or Section 9.04) on account of any Obligations on the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property Property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 12 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the any 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 (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations principal of, premium, if any, and interest on the Notes before all Senior Indebtedness Debt is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness)Debt, any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of such Senior IndebtednessDebt. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 12 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations Obligations, or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, of the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 15.2 and 403 15.3 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-set off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness Debt for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of assets of the Company in the event of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, then and in any such event event (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of any series of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal (and premium, if any), or on account interest, if any, in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions Securities of Sections 402 and 403 of this Indenture);that series; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)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 of the Company being subordinated to the payment of any series of the Securities, shall be paid by the liquidating trustee or agent or other Person 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 have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest, if any, on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 16.02, 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 (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other indebtedness of the Company being subordinated to the payment of the Securities of that series, before all Senior Indebtedness is paid in full in cash (or payment thereof provided for, and if such fact shall then have been made known to the Trustee, or such Holder, as otherwise agreed to by the holders of Senior Indebtedness)case may be, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)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 "cash, property or securities" shall not be deemed to include shares of 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 is subordinated, at least to the extent provided in this Article 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 with or into, another Person person or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 16.02 if the Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all of such properties and the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company any Issuer or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Companyany Issuer, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Companyany Issuer, then and in any such event event: (1) the holders of Senior Indebtedness of such Issuer shall be entitled to receive indefeasible payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid (including interest after the commencement of any such proceeding at the rate specified in full in cash (or as otherwise agreed to by the holders of applicable Senior Indebtedness) , whether or not an allowed claim), of such Issuer before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Paymentsother than a payment or distribution from the trust described in Section 9.04) on account of the Indenture Notes or any Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect ofNotes, the Indenture Obligations (other than amounts previously set aside with the Trustee, Registration Rights Agreement or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company any Issuer of any kind or character, whether in cash, property Property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 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 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 indefeasible payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company Issuers of any kind or character, whether in cash, property Property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust trust for the benefit of, of and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Issuers for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or cash, Cash Equivalents or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of Senior Indebtedness. To the extent any payment of Senior Indebtedness (whether by or on behalf of any Issuer, 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. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of any (a) any insolvency bankruptcy, reorganization, insolvency, receivership or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to the Company Issuer or to its assets, or ; (b) any liquidation, liquidation or dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or Issuer; (c) any assignment for the benefit of creditors of the Issuer; or any other marshaling (d) marshalling of assets or liabilities of the CompanyIssuer (except in connection with the merger or consolidation of the Issuer or its liquidation or dissolution following the transfer of all or substantially all of its assets, then upon the terms and conditions permitted under the circumstances described under Section 5.01) (all of the foregoing events described in any such event clauses (a) through (d) referred to herein individually as a “Bankruptcy Proceeding” and collectively as “Bankruptcy Proceedings”): (1) the holders of Senior Indebtedness of the Issuer will be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by of the holders of Senior Indebtedness) Issuer before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations Notes (except that the Holders may receive payments in the form of Permitted Junior Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside deposited in trust in accordance with the Trustee, or payments previously made, in either case, pursuant to the defeasance provisions of Sections 402 and 403 of this IndentureIndenture described under Article IX);; and (2) any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article X 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations principal of, premium, if any, and interest on the Notes before all Senior Indebtedness is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Issuer for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of such Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight V shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Issuer for the purposes of this Section Article X if the Person formed by such consolidation or the surviving entity of such merger or the Person which that acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight.V.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its assets, or (b2) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c3) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition ofof (including any conversion or cash purchase pursuant to the exercise of the Fundamental Change purchase right or otherwise), or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 Section 9.01 of this Indenture); (2b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3c) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness Debt for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior IndebtednessDebt), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 6 shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight6. (d) In the event of any acceleration of Maturity of the Securities because of an Event of Default, unless the full amount due in respect of all Senior Debt is paid in cash or other form of payment satisfactory to the holders of Senior Debt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest (including Contingent Interest, if any) on the Securities or to acquire any of the Securities (including any redemption, conversion or cash purchase pursuant to the exercise of the Fundamental Change purchase right or otherwise).

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of all amounts due or Senior Debt shall be entitled to become due on or in respect of the Senior Indebtedness shall first be paid receive payment in full in cash (or as otherwise agreed to by the holders of all obligations due in respect of such Senior Indebtedness) Debt before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.2, the Trustee or the Holder of any Security Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set off or otherwise in respect of the Indenture Obligations Notes before all Senior Indebtedness Debt is paid or provided for in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. Any such payment or distribution of the assets received by the Trustee, which is required to be paid over to the Senior Representative, will be held in trust by the Trustee for the benefit of the holders of the Senior Debt. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person person formed by such consolidation or the surviving entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations (other than including interest accruing after the commencement date of any such proceeding whether or not allowable as a claim in any such proceeding) due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive and retain Permitted Junior PaymentsSecurities and payments made from the trust described under Article Eight); and until all such Obligations with respect to all Senior Debt are paid in full in cash or Cash Equivalents, by set-off or otherwise, any distribution to which the Holders or of the Trustee Notes would be entitled but for the subordination provisions of this Article shall will 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 made to the holders of Senior Indebtedness or Debt as their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness interests may have been issued, ratably according to the aggregate amounts remaining unpaid on account appear (except that Holders of the Senior Indebtedness held Notes may receive and retain permitted Junior Securities and payments made from the trust described under Article Eight). Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or represented by eachsimilar proceeding or assignment for the benefit of creditors or marshalling of assets, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments)securities, in respect to which the Holders of the Notes or the Trustee under this Indenture Obligations before 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 unpaid until all such Senior Indebtedness is Debt has been paid in full in cash (or as otherwise agreed Cash Equivalents after giving effect to by any concurrent payment, distribution or provision therefor to or for the holders of Senior IndebtednessDebt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight). (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, then 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 such event cash, property or securities, shall be received by any Holder when such payment or distribution (excluding Permitted Junior Payments) is prohibited by Section 10.03(a), such payment or distribution shall be held in Trust trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness 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 Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article EightDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Debt shall be entitled to receive payment and satisfaction in full in cash or, as acceptable to the holders of Senior Debt, in any other manner, of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 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 Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or or, as otherwise agreed acceptable to by the holders of Senior Indebtedness)Debt, in any other manner, of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior IndebtednessDebt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, 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 (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness Debt is paid and satisfied in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)such payment and satisfaction thereof in cash is provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) upon written notice to the Trustee or the Holder of such Security, as the case may be, shall be held by the Trustee or the Holder of such Security, as the case may be, in Trust trust for the benefit of, of the holders of such Senior Debt and shall be immediately paid over or delivered forthwith to, to the holders liquidating trustee or agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or or, as otherwise agreed acceptable to by the holders of Senior Indebtedness)Debt, any other manner, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, lease transfer of all its assets (as an entirety or other disposal of its properties and assets substantially as an entirety entirety) to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease transfer such assets (as an entirety or other disposal of such properties and assets substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, sale, assignment, conveyance, merger or transfer, lease or other disposal, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 10 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 10 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: 92 84 (1) all amounts due or to become due on or in respect of the Senior Indebtedness shall first must be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) Cash Equivalents before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character (excluding securities of the Company or any other person that are equity securities or are 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 PaymentsSecurities") is made on account of principal of, premium, if any, or interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, made pursuant to the provisions of Sections 402 and 403 of this IndentureSection 8.02);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, 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 (excluding Permitted Junior Payments)securities, in respect of principal of, premium, if any, or interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight Five hereof shall not be deemed a dissolution, winding 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.of

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not 122 involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character by or on behalf of the Company (excluding Permitted Junior PaymentsSecurities) on account of the Indenture Obligations or on account of for the purchaseacquisition, redemption, defeasance redemption or other acquisition of, or in respect of, the purchase of any Indenture Obligations (other than amounts previously set aside with the Trusteefor cash, property or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture)otherwise; (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 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 in cash (or cash, Cash Equivalents or, as otherwise agreed acceptable to by 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 the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, 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 (excluding Permitted Junior Payments)securities, in respect of principal, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in 123 bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or cash, Cash Equivalents or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person person formed by such consolidation or the surviving entity Surviving Entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the CompanyCompany (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under Article Eight), then and in any such event all amounts due or to become due on or in respect event: (1) the holders of the Senior Indebtedness shall first be paid entitled to receive payment in full in cash (or as otherwise agreed cash equivalents or in any other form acceptable to by the holders each holder of Senior Indebtedness) , or provision shall be made for such payment in full, before the Holders of the Securities are will be entitled to receive any payment or distribution of any kind or character (excluding other than any payment or distribution in the form of equity securities or subordinated securities of the Company 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 Notes are so subordinated as provided in this Indenture (such equity securities or subordinated securities hereinafter being "Permitted Junior PaymentsSecurities") and any payment made pursuant to Article Fourteen 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 Indenture Obligations Notes or on account of the purchase, redemption, defeasance purchase or redemption or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior PaymentsSecurities and any payment made pursuant to Article Fourteen from monies or U.S. Government Obligations previously deposited with the Trustee), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Indenture 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling 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 surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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, involving or relative to the Company a Credit Party or its to a Credit Party's assets, or (b) any liquidation, dissolution or other winding up of the Companya Credit Party, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Companya Credit Party, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form acceptable to the holders of Senior Indebtedness, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities are Lender is entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect of, interest on the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of Indebtedness evidenced by this Indenture)Agreement; (2) any payment or distribution of assets of the Company a Credit Party of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee Lender would be entitled but for the provisions of this Article section 9 shall be paid by the liquidating trustee or agent or other Person 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 have been issuedrepresentatives, 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 in cash (or as otherwise agreed Cash Equivalents or in any other form acceptable to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event thatif, notwithstanding the foregoing provisions of this Sectionsection 9.2, the Trustee or the Holder of any Security shall have Lender has received any payment or distribution of assets of the Company a Credit Party of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of principal of or interest on the Indenture Obligations Indebtedness evidenced by this Agreement before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Borrower for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed Cash Equivalents or in any other form acceptable to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company a Credit Party with, or the merger of the Company a Credit Party with or into, another Person person or the liquidation or dissolution of the Company a Credit Party following the sale, assignment, conveyance, transfer, lease or other disposal disposition of its all or substantially all of the Credit Party's properties and or assets substantially as an entirety to another Person upon person consistent with the terms and conditions set forth in Article Eight of the Credit Documents shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company a Credit Party for the purposes of this Section section 9.2 if the Person person formed by such consolidation or the surviving entity person of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, lease or other disposal disposition of such all or substantially all of the Credit Party's properties and assets substantially as an entiretyor assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposaldisposition, comply complies with the conditions set forth terms of this Agreement and agrees, in Article Eightwriting, to be bound thereby.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the CompanyCompany (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted under the circumstances described in Section 5.1), then and in any such event event: (1) the holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, will be entitled to receive payment and satisfaction of all amounts Obligations due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of and Guarantor Senior Indebtedness) , as the case may be, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Paymentsother than a payment or distribution made out of the Defeasance Trust) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessSecurities; and (32) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or characterkind, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Securities before all Obligations in respect of Senior Indebtedness is and Guarantor Senior Indebtedness, as the case may be, are paid and satisfied in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Paymentsother than payment made out of the Defeasance Trust) shall will be held by the recipient in Trust trust for the benefit ofof holders of Senior Indebtedness and Guarantor Senior In- debtedness, as the case may be, and shall will be immediately paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for an application to the payment of all Obligations with respect to Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight V hereof shall not be deemed a dissolution, winding 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 Article if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article EightV hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Maker or to its creditors, as such, or to its assets, or (b2) any liquidation, dissolution or other winding up of the CompanyMaker, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c3) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the CompanyMaker (any of the foregoing, an "Insolvency Event"), then and in any such event event: the holders of Senior Indebtedness shall be entitled to receive payment in full in cash, or in any other form acceptable to the holders of Senior Indebtedness, of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders Holder of the Securities are this Note is entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations this Note or on account of the purchase, redemption, defeasance or any other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 Purchaser Obligations; and 403 of this Indenture); (2) any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee Holder of this Note would be entitled but for the provisions of this Article Section 5 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 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 indefeasible payment in full in cash (or as otherwise agreed in any other form acceptable to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) and in the event that, notwithstanding the foregoing provisions of this SectionSection 5, the Trustee or the Holder of any Security this Note shall have received any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of the Indenture principal, premium, if any, and interest on this Note or any other Purchaser Obligations before all Senior Indebtedness is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held by the recipient thereof in Trust trust for the benefit of, holders of the Senior Indebtedness and shall be paid over or delivered forthwith to, the to such holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed in any other form acceptable to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company Maker with, or the merger of the Company Maker with or into, another Person or the liquidation or dissolution of the Company Maker following the sale, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of the Maker's properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Maker for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight5.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company Borrower or to its creditors, as such, or to their assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the CompanyBorrower, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the CompanyBorrower, then then: (1) the holders of Senior Indebtedness shall be entitled to receive indefeasible payment and satisfaction in any such event full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Lenders are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Senior Subordinated Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indentureexcluding Permitted Subordinated Reorganization Securities);; and (2) any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee Lenders would be entitled but for the provisions of this Article IX (excluding Permitted Subordinated Reorganization Securities) 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 Agreement under which any instruments evidencing any of such Senior Indebtedness may have been issuedis- 63 -58- sued, 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 9.2, the Trustee or the Holder of any Security Lender shall have received any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations any Senior Subordinated Obligation (excluding Permitted Subordinated Reorganization Securities) before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Borrower for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. The consolidation of the Company Borrower with, or the merger of the Company Borrower with or into, another Person or the liquidation or dissolution of the Company Borrower following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VII hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Borrower for the purposes of this Section Article IX if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article EightVII hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or its assetsCompany, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid entitled to receive payment in full in cash (or as otherwise agreed to by the holders Cash Equivalents of all Obligations due in respect of such Senior Indebtedness) Indebtedness before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders 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 Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders Holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set off or otherwise in respect of the Indenture Obligations Notes before all Senior Indebtedness is paid or provided for in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person person formed by such consolidation or the surviving entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of the Company or (d) any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of the all such Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding other than Permitted Junior PaymentsSecurities) on account of any Obligations on the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Section 15 (other than Permitted Junior Securities) 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 have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, Credit Agreement Agent to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 15.02, the Trustee or the any 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 securities, including, without limitation, by way of set-off or otherwise (excluding other than Permitted Junior PaymentsSecurities), in respect of the Indenture Obligations principal of, premium, if any, and interest on the Notes (other than Permitted Junior Securities) before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight this Agreement shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight15.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event (all and each of the foregoing, a "COMPANY BANKRUPTCY PROCEEDING"): (1) the holders of Senior Indebtedness shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 Notes; and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Eleven 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 agreement 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Five hereof shall not be deemed a dissolutiondissolu- tion, winding 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 Article Eleven if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture)Notes; (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee Purchasers would be entitled but for the provisions provi- sions of this Article XI 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 Agreement 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VII hereof shall not be deemed a dissolution, winding 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 Article XI if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, 100 -93- merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article EightVII hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities 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 are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, at least to the extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities 141 or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to Sections 402 and 403 of this Indenture) before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness; and (4) the Trustee shall execute and deliver to any Senior Representative all such further instruments as shall be reasonably requested confirming the subordination of the Securities pursuant to this Article Thirteen. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with agrees to be bound by the subordination provisions contained in Article Thirteen of this Indenture and each of the conditions set forth in Article EightSection 801 (as in effect on the date hereof) shall have been satisfied in full.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of the Company or any other corporation that are equity securities or are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 have been issued, ratably according to the aggregate amounts remaining unpaid on account of the 133 146 Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness of the Company shall be entitled to receive indefeasible payment in full in cash of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding other than a payment or distribution in the form of Permitted Junior PaymentsSecurities or from the trust described in Section 9.01 or Section 9.04) on account of any obligations on the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture)Notes; (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property Property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 12 (other than a payment or distribution in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the any 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 (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations principal of, premium, if any, and interest on the Notes before all Senior Indebtedness is indefeasibly paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or or, as otherwise agreed acceptable to by the holders of such Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, 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 or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article 12 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article Eight5.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities Senior Subordinated Notes are entitled to receive any payment or distribution of any kind or character (excluding other than in Permitted Junior PaymentsSecurities) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Senior Subordinated Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior Payments), Securities) by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Eight 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 8.02, the Trustee or the Holder of any Security Senior Subordinated Notes shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of principal, premium, if any, and interest on the Indenture Obligations Senior Subordinated Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Five shall not be deemed a 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 8.02 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) Upon any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off or otherwisesecurities, to which the Holders or the Trustee would be entitled but creditors upon any liquidation, dissolution, winding-up, assignment for the provisions benefit of this Article creditors or marshalling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all amounts due or to become due upon all Senior Indebtedness shall first 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 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 in cash (or as otherwise agreed Cash Equivalents, or such payment duly provided for to by the satisfaction of the holders of the Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to before any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received 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. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled (excluding Permitted Junior Paymentsother than any payments of fees and expenses of the Trustee and any indemnity made under Section 5.6), in respect of except for the Indenture Obligations before all Senior Indebtedness is provisions hereof, shall be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Issuer or by any receiver, then and trustee in such event bankruptcy, liquidating trustee, agent or other Person making such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for distribution, or by the benefit ofHolders of the Securities or by the Trustee under this Indenture if received by them, and shall be paid over or delivered forthwith to, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.Senior

Payment Over of Proceeds Upon Dissolution, Etc. In the event of: (1) In the event total or partial liquidation or a dissolution 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 the Company or its assetsthe Co-Issuer (until the Company is converted into a corporation); (2) a reorganization, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, insolvency, receivership of or similar proceeding relating to either Issuer or its Property; or (c3) any an assignment for the benefit of creditors or any other marshaling of either Issuer’s assets or liabilities and liabilities, then (a) the holders of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first will be paid entitled to receive payment in full in cash or Cash Equivalents of such Senior Indebtedness (including interest accruing after, or as otherwise agreed to by which would accrue but for, the holders commencement of any proceeding at the rate specified in the applicable Senior IndebtednessIndebtedness whether or not a claim for such interest would be allowed) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior PaymentsSecurities) on account of principal of (or premium, if any, on) or interest on the Securities or on account of the purchase or redemption or other acquisition of the Securities (including pursuant to an optional redemption or a Change of Control Offer or an Asset Disposition Offer); however, the consolidation or merger of an Issuer or its liquidation or dissolution following the conveyance, transfer, lease, or other disposition of all or substantially all the properties and assets of the Company in compliance with Article IV or Section 3.18 shall not be deemed an insolvency or liquidation proceeding requiring the repayment of all of the Senior Indebtedness in full in cash or cash equivalents as a prerequisite to any payments being made to holders of Securities for the purposes of the subordination provisions of the Indenture; (b) any direct or indirect payment or distribution of Properties of each of the Issuers of any kind or character, whether in cash, property or securities (other than from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior Securities), by set-off or otherwise, to which the Holders or the Trustee Trustee, on behalf of the Holders, would be entitled but for the provisions of this Article shall XI, will be paid by the Issuers 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall will have received any payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set-off or otherwise, in respect of principal of (and premiums, if any, on) or interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, then and in such event such payment or distribution (excluding Permitted other than a payment or distribution from any defeasance trust created pursuant to Article VIII hereof and other than a payment or distribution in the form of Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall will be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company Issuers with, or the merger of either of the Company with or Issuers into, another Person or the liquidation or dissolution of the Company Issuers following the sale, assignment, conveyance, transfer, lease or other disposal disposition of all or substantially all its properties and assets substantially as an entirety Properties to another Person upon or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions set forth in Section 3.18 or Article Eight shall IV hereof will not be deemed an insolvency or liquidation proceeding (requiring the repayment of all Senior Indebtedness in full as a dissolution, winding up, liquidation, reorganization, assignment for prerequisite to any payments being made to the benefit of creditors or marshaling of assets and liabilities of the Company Holders) for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article EightSection.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of the Company or any other corporation that are equity securities or are subordinate in right of payment to all Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the principal of, premium, if any, or interest on the Securities or other Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Securities or other Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to in accordance with the provisions of Sections 402 4.2 and 403 4.3 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other the 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 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 in cash (or Cash Equivalents or, as otherwise agreed acceptable to by the holders of or Senior Indebtedness), in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Securities or other Indenture Obligations before all Senior Indebtedness is paid in full full, in cash (or Cash Equivalents or, as otherwise agreed acceptable to by the holders holder of Senior Indebtedness), in any other manner, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or Cash Equivalents or, as otherwise agreed acceptable to by 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. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency an Insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Liquidation Proceeding with respect to the Company or its assets, or Company: (b1) any liquidation, dissolution or other winding up the holders of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid entitled to receive payment in full in cash (or as otherwise agreed to by the holders cash equivalents of all Senior Indebtedness) Indebtedness before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character (excluding Permitted Junior PaymentsSecurities of the Company) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);Obligations; and (2) any direct or indirect payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities of the Company), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in 117 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.2, the Trustee or the Holder of any Security shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set off or otherwise, in respect of the Indenture any Obligations before all Senior Indebtedness is paid or provided for in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities of the Company) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section Article if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article EightVIII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or its assets, or (b) any Guarantor to creditors upon any liquidation, dissolution or other winding up of the Companydissolution, whether voluntary or involuntarywinding-up, or whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other creditors, marshaling of assets or liabilities any bankruptcy, insolvency or similar proceedings, whether voluntary or not (except in connection with a consolidation or merger or liquidation or dissolution following the conveyance, transfer 104 or lease of the assets and properties of the Company substantially as an entirety upon the terms and conditions described under Section 8.01) (each such event, if any, is herein sometimes referred to as a "Proceeding"), of the Company or any Guarantor (the Company or such Guarantor being the "Affected Obligor"), then (i) if the Affected Obligor is the Company, then and the holders of Senior Indebtedness shall first be entitled to receive payment in any such event full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of the such Senior Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or not such interest is an allowed claim in such proceeding) before the Holders of the Securities are entitled to receive any payment of principal of (premium, if any) and interest on the Securities or on account of the purchase or redemption or other acquisition of Securities by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor shall first be paid entitled to receive payment in full full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of such Guarantor Senior Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or as otherwise agreed to by the holders of Senior Indebtednessnot such interest in an allowed claim in such proceeding) before the Holders of the Securities are entitled to receive any payment or distribution of any kind with respect to the Guarantee of such Guarantor (any payment on or character (excluding Permitted Junior Payments) on account purchase, redemption or acquisition of the Indenture Obligations or Securities, referred to in clause (i), and any payment on account of a Guarantee, referred to in clause (ii), being, individually and collectively, a "Securities Payment"), and, to that end, if the purchase, redemption, defeasance or other acquisition of, or in respect ofAffected Obligor is the Company, the Indenture Obligations holders of Senior Indebtedness and, if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor (other than amounts previously set aside with such Senior Indebtedness or Guarantor Senior Indebtedness, as the Trusteecase may be, or payments previously madebeing "Affected Obligor Senior Indebtedness" of such Affected Obligor) shall be entitled to receive, in either case, pursuant for application to the provisions of Sections 402 and 403 of this Indenture); (2) payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments), by set-off which may be payable or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee deliverable 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 have been issued, ratably according to the aggregate amounts remaining unpaid on account respect of the Senior Indebtedness held or represented by each, to the extent necessary to make payment Securities in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company an Affected Obligor of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of the Indenture Obligations before all Affected Obligor Senior Indebtedness is paid in full in cash (full, and if such fact shall, at or prior to the time of such payment, have been known to the Trustee or the Holder, as otherwise agreed to by the holders of Senior Indebtedness)case may be, then and in such event such payment or distribution (excluding Permitted Junior Payments) distribution, except for amounts subject to the claim granted to the Trustee in Section 6.06 hereof, shall be held in Trust trust for the benefit of, holders of Affected Obligor Senior Indebtedness and shall be paid over or delivered forthwith to, to the holders trustee in bankruptcy or other Person making payment or distribution of Senior Indebtedness assets of the Affected Obligor for application to the payment of all Affected Obligor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Indebtedness. The consolidation For purposes of this Article XIV only, the Company withwords "any payment or distribution of any kind or character, cash, property or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight securities" shall not be deemed to include a dissolution, winding up, liquidation, reorganization, assignment for the benefit payment or distribution of creditors equity or marshaling of assets and liabilities subordinated securities of the Company Affected 105 Obligor provided for by a plan of reorganization or readjustment that, in the purposes case of this Section if subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Indebtedness to at least the Person formed by such consolidation same extent as the Securities or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entiretyGuarantees, as the case may be, shall, are so subordinated as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth provided in this Article EightXIV.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other manner acceptable to the requisite holders of Designated Senior Indebtedness, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior PaymentsSecurities) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, of or in respect of, of the Indenture Obligations Securities (including any payment or other than amounts previously set aside with distribution which may be received from the Trustee, or payments previously made, in either case, pursuant to the provisions holders of Sections 402 and 403 Subordinated Indebtedness as a result of this Indentureany payment on such Subordinated Indebtedness);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments)securities, in respect of principal, premium, if any, and interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance or other acquisition of or in respect of the Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall (including any payment or other distribution which may be held in Trust for received from the benefit of, and holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness and until so paid shall be held in trust for the benefit of the holders of Senior Indebtedness. The consolidation 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, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of the Company's properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Seven shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such all or substantially all of the Company's properties and assets substantially as an entiretyor assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article EightSeven.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event Upon any payment or distribution 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 assets of the Company or its assets, or (b) to creditors upon any liquidation, dissolution or other winding up of the Companydissolution, whether voluntary or involuntarywinding-up, or whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other marshaling creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyCompany (each such event, then and if any, herein sometimes referred to as a "Proceeding"): (1) the holders of Senior Indebtedness shall be entitled to receive payment in any such event full in cash of all amounts due on or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Debentures are entitled to receive any payment (including any payment to Holders of the Debentures made in respect of any other Indebtedness of the Company subordinated to the payment of the Debentures, such payment or distribution of any kind or character (excluding Permitted being hereinafter referred to as a "Junior Payments) Subordinated Payment"), on account of the Indenture Obligations principal of (and premium, if any) or interest on the Debentures or on account of the any purchase, redemption, defeasance redemption or other acquisition ofof Debentures by the Company, or in respect ofany Subsidiary of the Company, the Indenture Obligations Trustee or any Paying Agent (other than amounts previously set aside all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with the Trusteea Proceeding, or payments previously madeherein referred to, in either caseindividually and collectively, pursuant to the provisions of Sections 402 and 403 of this Indentureas a "Debentures Payment");; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders of the Debentures 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Debenture shall have received in connection with any Proceeding any Debentures Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such Debentures 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 of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by 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 a payment or distribution of stock or securities of the Company 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 than, the Debentures 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, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article EightEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company (or to its creditors, as such) or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities 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 are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, at least to the extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event thatif, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Security, shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to Sections 402 and 403 of this Indenture) before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness; and (4) the Trustee shall execute and deliver to any Senior Representative all such further instruments as shall be reasonably requested confirming the subordination of the Securities pursuant to this Article Thirteen. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 person formed by such consolidation or the surviving entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with agree to be bound by the subordination provisions contained in Article Thirteen of this Indenture and each of the conditions set forth in Article EightSection 801 (as in effect on the date hereof shall have been satisfied in full.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Securities in the event of any Insolvency or Liquidation Proceeding with respect to the Company: (1) In the event holders 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid entitled to receive payment in full in cash (or as otherwise agreed to by the holders cash equivalents of such Senior Indebtedness) Indebtedness before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character character, whether in cash, property or securities (excluding other than Permitted Junior PaymentsSecurities or from any defeasance trust created pursuant to Section 12.1 hereof) on account of principal of (or premium, if any, on) or interest on the Indenture Obligations Securities or on account of the purchase, redemption, defeasance purchase or redemption or other acquisition of, or in respect of, of the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, including pursuant to the provisions an optional redemption, a Change of Sections 402 and 403 of this IndentureControl Offer or a Net Proceeds Offer);; and (2) any direct or indirect payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior PaymentsSecurities or from any defeasance trust created pursuant to Section 12.1 hereof), by set-off or otherwise, to which the Holders or the Trustee Trustee, on behalf of the 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 Properties of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, by set-off or otherwise, in respect of principal of (and premiums, if any, on) or interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash equivalents, then and in such event such payment or distribution (excluding other than a payment or distribution in the form of Permitted Junior PaymentsSecurities or from any defeasance trust created pursuant to Section 12.1 hereof) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal disposition of all or substantially all its properties and assets substantially as an entirety Properties to another Person upon or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions set forth in Article Eight VIII hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a dissolution, winding up, liquidation, reorganization, assignment for prerequisite to any payments being made to the benefit of creditors or marshaling of assets and liabilities of the Company Holders) for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article EightSection.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any Distribution of assets of the Issuer 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 the Company Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the CompanyIssuer, then and in any such event event; (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities or Coupons are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal of or interest on account or any other amount owing in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 Securities and 403 of this Indenture);any Coupons; and (2) any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Issuer being subordinated to the payment of the Securities or Coupons, shall be paid paid, to the extent permitted by law, 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in . In the event that, notwithstanding the foregoing provisions of this SectionSection 13.2, the Trustee or the Holder of any Security or Coupon shall have received receive any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Debt of the Issuer being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall shall, to the extent permitted by law, be held in Trust trust for the benefit of, of and shall be paid over or delivered forthwith to, 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 such Senior Indebtedness have been issued for application to the payment of all Senior Indebtedness remaining unpaidunpaid in the manner provided in clause (2) of the immediately preceding paragraph, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article 13 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to the Securities and Coupons, 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, including without limitation, such rights being impaired within the meaning of Section 1124 of Title 11 of the United States Code, or any impairment of the right to receive interest accruing during the pendency of a bankruptcy or insolvency proceeding, including proceedings under Title 11 of the United States Code. The consolidation of the Company Issuer with, or the merger of the Company with or Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 9 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company Issuer for the purposes of this Section 13.2 if the corporation or Person formed by such consolidation or into which the surviving entity of such merger Issuer is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all the assets of such properties and assets substantially as an entiretythe Issuer, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight9.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities Senior Subordinated Notes are entitled to receive any payment or distribution of any kind or character (excluding other than in Permitted Junior PaymentsSecurities) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Senior Subordinated Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior Payments)Securities) , by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 8.02, the Trustee or the Holder of any Security Senior Subordinated Notes shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect of principal, premium, if any, and interest on the Indenture Obligations Senior Subordinated Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Five shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company Issuers or its to their creditors, as such, or to their assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the CompanyIssuers, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the CompanyIssuers, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company Issuers of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the 110 -102- Holder of any Security Note shall have received any payment or distribution of assets of the Company Issuers of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Issuers for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. The consolidation of the Company either Issuer with, or the merger of the Company either Issuer with or into, another Person or the liquidation or dissolution of the Company either Issuer following the sale, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Issuer for the purposes of this Section Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 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 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 in cash (or cash, Cash Equivalents or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations before all Senior Indebtedness principal of, is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered deliv- ered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or cash, Cash Equivalents or, as otherwise agreed acceptable to by the holders of Senior Indebtedness), any other manner, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding proceeding, in connection therewith, relative to the Company Obligor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or (b) any total or partial liquidation, dissolution or other winding-up of the Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the CompanyObligor, then and in any such event event: (1) the holders of Senior Debt shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of the all Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) Debt before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchaseNotes (including, redemptionwithout limitation, defeasance or other acquisition with respect to principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indentureinterest);; and (2) any payment or distribution of assets of the Company Obligor of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11, 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 Debt or their representative Representative or representatives Representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company Obligor of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations Notes before all Senior Indebtedness Debt is paid and satisfied in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held by the Trustee or the Holder of such Note, as the case may be, in Trust trust for the benefit of, of the holders of such Senior Debt and shall be immediately paid over or delivered forthwith to, to the holders liquidating trustee or agent or other Person making payment or distribution of Senior Indebtedness assets of the Obligor for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. The consolidation of the Company Obligor with, or the merger of the Company Obligor with or into, another Person or the liquidation or dissolution of the Company Obligor following the sale, assignment, conveyance, transfer, lease transfer of all its assets (as an entirety or other disposal of its properties and assets substantially as an entirety entirety) to another Person Person, upon the terms and conditions set forth in Article Eight 7 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Obligor for the purposes of this Section Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease transfer such assets (as an entirety or other disposal of such properties and assets substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, sale, assignment, conveyance, merger or transfer, lease or other disposal, comply with the conditions set forth in such Article Eight7 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company PlayCore Wisconsin or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyPlayCore Wisconsin, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or and liabilities of the CompanyPlayCore Wisconsin, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Indebtedness shall be entitled to receive or retain payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities securities, on account of principal of (or premium, if any) or interest or any Special Interest on or other than Permitted Junior Paymentsobligations in respect of the Notes (including any interest or any Special Interest accruing on or after the filing of any Proceeding relating to PlayCore Wisconsin, whether or not allowed in such Proceeding) or on account of any purchase or other acquisition of Notes by PlayCore Wisconsin or any Subsidiary of PlayCore Wisconsin (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Notes Payment"), by set-off or otherwise, and to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 that end the holders of Senior Indebtedness or their representative or representatives or shall be entitled to receive, for application to the trustee payment thereof, any Notes Payment which may be payable 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 deliverable in respect of the Senior Indebtedness held or represented by each, to the extent necessary to make payment Notes in full in cash (or as otherwise agreed to by the any such Proceeding. The holders of Senior Indebtedness)Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the Holders if they or any of them do not file, and there is not otherwise filed on behalf of all Senior Indebtedness remaining unpaidthe Holders, after giving effect a proper claim or proof of claim in the form required in any such proceeding prior to any concurrent payment 15 days before the expiration of the time to file such claim or distribution to the holders of such Senior Indebtedness; and (3) in claims. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.2, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments), in respect of the Indenture Obligations Notes Payment before all Senior Indebtedness of PlayCore Wisconsin is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and Notes Payment shall be paid over or delivered forthwith to, to the holders trustee in bankruptcy or other person making payment or distribution of Senior Indebtedness assets of PlayCore Wisconsin for the application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Section 14 only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) Capitalized Interest (including any such Capitalized Interest accruing on or after the filing of any Proceeding relating to PlayCore Wisconsin, whether or not allowed in such Proceeding) and (ii) a payment or distribution of stock or securities of PlayCore Wisconsin 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 (x) are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Section 14 and (y) have been approved by the Senior Indebtedness Agent (including by acceptance or approval by the Senior Indebtedness Agent of such plan of reorganization or otherwise). The consolidation of the Company PlayCore Wisconsin with, or the merger of the Company with or PlayCore Wisconsin into, another Person or the liquidation or dissolution of the Company PlayCore Wisconsin following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 8.12 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section 14.2 if the Person formed by such consolidation or the surviving entity of such merger into which PlayCore Wisconsin is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal of transfer such properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply complies with the conditions set forth in Article EightSection 8.12.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 relating to the Company or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the CompanyCompany (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under Article VIII), then and in any such event all amounts due or event: (i) the holders of Senior Debt will be entitled to become due on or in respect of the Senior Indebtedness shall first be paid receive payment in full in cash or Cash Equivalents of all Senior Debt (including interest after the commencement of any bankruptcy, insolvency or as otherwise agreed to by similar proceeding at the holders of rate specified in the applicable Senior Indebtedness) Debt, whether or not such interest is an allowed claim in any such proceeding), or provision shall be made for such payment in full, before the Holders of the Securities are will be entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Paymentsother than any payment made pursuant to Article IV from monies or U.S. Government Obligations previously deposited with the Trustee) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Securities; and (2ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Paymentspayments made pursuant to Article IV from monies or U.S. Government Obligations previously deposited with the Trustee), by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this Article Indenture 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 Debt 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, Debt to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior Payments), in respect of the Indenture Obligations before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a 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 surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in Article EightVIII.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of the Company or any other corporation that are equity securities or are subordinated in right of payment to all Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article ("Permitted Junior PaymentsSecurities")) on account of the Indenture Obligations principal of, premium, if any, or interest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations Securities (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than excluding Permitted Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 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 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 in cash (or Cash Equivalents or, as otherwise agreed acceptable to by 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 the holders of such Senior Indebtedness; and (3) 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 (excluding Permitted Junior PaymentsSecurities), in respect of principal, premium, if any, and interest on the Indenture Obligations Securities before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Junior PaymentsSecurities) shall be held in Trust for the benefit of, and shall 110 121 be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) 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 the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition principal of, or in respect ofpremium, the Indenture Obligations (other than amounts previously set aside with the Trusteeif any, or payments previously made, in either case, pursuant to interest on the provisions of Sections 402 and 403 of this Indenture);Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 10 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Indenture Obligations Notes before all Senior Indebtedness is paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 10 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, arrangement, liquidation, reorganization reorganization, dissolution or other winding up or other similar case or proceeding in connection therewith, relative to the Company or its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, relative to the Company or to its creditors, as such, or to the Company's assets, whether voluntary or involuntary or (cb) any general assignment for the benefit of creditors or any other marshaling marshalling of assets or liabilities of the CompanyCompany (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of all or substantially all of its assets, upon the terms and conditions permitted by Section 5.01), then and in any such event all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture);event: (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, including without limitation, by set-off or otherwise, otherwise to which the Holders holders or the Trustee would be entitled but for the provisions of this Article 10 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 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 in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the Holder holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or characterkind, whether in cash, property or securities (excluding Permitted Junior Payments)securities, including, without limitation, by way of set-off or otherwise, in respect of the Indenture Obligations Notes before all Senior Indebtedness of the Company is paid and satisfied in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)cash, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall will be held by the recipient in Trust trust for the benefit of, of holders of Senior Indebtedness and shall will be immediately paid over or delivered forthwith to, to the holders of Senior Indebtedness for application or their representative or representatives to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. 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, assignment, conveyance, transfer, transfer or lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding 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 Article 10 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, transfer or lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease transfer or other disposallease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of the Company in the event of: (1) 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 the Company or to its creditors, as such, or to its assets, or ; or (b2) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or ; or (c3) any assignment for the benefit of creditors or any other marshaling of assets or and liabilities of the Company, ; then and in any such event event (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities of any series are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal amount, interest or on account such other amounts as may be provided for in Section 3.01, if any, in respect of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions Securities of Sections 402 and 403 of this Indenture);such series; and (2B) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Fourteen, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities of such series, 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in Indebtedness or provision therefor. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security of any 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 (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Indebtedness of the Company being subordinated to the payment of the Securities of such series, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee as provided in cash (or Section 14.10, or, as otherwise agreed to by the holders of Senior Indebtedness)case may be, such Holder, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Fourteen only, the words "cash, property or securities," or any combination thereof, shall not be deemed to include shares of 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 is subordinated, at least to the extent provided in this Article Fourteen 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 with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a 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 14.02 if the Person corporation formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all of such properties and the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of assets of the Company in the event of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets or and liabilities of the Company, 77 then and in any such event event (i) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the Senior Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Indebtedness) , or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations principal amount, interest or on account such other amounts as may be provided for in Section 2.5, if any, in respect of the purchase, redemption, defeasance or Securities (except that Holders of the Securities may receive (A) Permitted Junior Securities and (B) payments and other acquisition of, or in respect of, the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments previously made, in either case, distributions made from any trust created pursuant to the provisions of Sections 402 and 403 of this IndentureArticle Ten);; and (2ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Payments)securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Fifteen, including any such 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, 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 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 in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness), of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and Indebtedness (3except that Holders of the Securities may receive (A) in Permitted Junior Securities and (B) payments and other distributions made from any trust created pursuant to Article Ten). In the event that, notwithstanding the foregoing provisions of this SectionSection 15.2, the Trustee or the Holder of any Security shall have received receive any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Payments)securities, in respect including any such payment or distribution which may be payable or deliverable by reason of the Indenture Obligations payment of any other Debt of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee as provided in cash (or Section 15.10, or, as otherwise agreed to by the holders of Senior Indebtedness)case may be, such Holder, then and in such event such payment or distribution (excluding Permitted Junior Payments) shall be held in Trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the holders of Senior Indebtedness Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Indebtedness)full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness (except that Holders of the Securities may receive (A) Permitted Junior Securities and (B) payments and other distributions made from any trust created pursuant to Article Ten). 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, assignment, conveyance, transfer, lease conveyance or other disposal transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Nine shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 15.2 if the Person corporation formed by such consolidation or into which the surviving entity of such merger Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease conveyance or other disposal transfer all or substantially all of such properties and the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, conveyance or transfer, lease or other disposal, comply with the conditions set forth in Article EightNine.