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 Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(i) any insolvency, then and in bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any such event proceeding for the holders liquidation, dissolution or other winding up of the Company Senior Indebtedness shall be entitled to receive payment in full voluntarily or involuntarily, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshalling of assets of the Company, all amounts due on upon all Senior Indebtedness of the Company (including any interest thereon accruing after the commencement of such proceedings) shall first be paid in full, or to become due on or payment thereof provided for in respect of all Company Senior Indebtednessmoney in accordance with its terms, before any payment is made by the Holders Company on account of the Securities are entitled to receive principal (and premium, if any) or interest on the Convertible Debentures; and any payment by the Company, or distribution of assets of the Company of any kind or character character, whether in cash, property or securities securities, to which the Holders of the Convertible Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, or by the Holders of the Convertible Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness (including any interest thereon accruing after the commencement of such proceedings) in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution which may be payable or deliverable is made to the Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment Convertible Debentures or to the Securities)Trustee. In the event that, on account of notwithstanding the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofforegoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by set-off or otherwisethe foregoing, which may shall be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, received by the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness before all Senior Indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full full, or payment thereof provided provision is made for in cashsuch payment, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the Bankruptcy Custodian holders of such Senior Indebtedness or other Person making payment their representative or distribution of assets of representatives, or to the Company trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Company Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all Company such Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Company such Senior Indebtedness. (3) . For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Convertible Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 8 IX of this Indenture shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding up, liquidation, reorganization, liquidationreadjustment, dissolutioncomposition, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8IX of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution to creditors of the Company or any Subsidiary Guarantor upon any total or partial liquidation, dissolution or winding up of the Company or such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or such Subsidiary Guarantor or its property, whether voluntary or involuntary, an assignment for the benefit of creditors or any marshalling of the Company's or such Subsidiary Guarantor's assets and liabilities, (1) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall of the Company or such Subsidiary Guarantor will be entitled to receive payment in full in cash, or at the option of the holders of such Senior Indebtedness, in Temporary Cash Investments, of all amounts Obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, ) before the Holders of the Securities are will be entitled to receive any payment of any kind or character with respect to the Notes; and (2) until all Obligations with respect to such Senior Indebtedness are paid in full in cash, or at the option of the holders of such Senior Indebtedness, in Temporary Cash Investments, any distribution of any kind or character whether in cash, property or securities (including any payment or distribution to which may be payable or deliverable to the Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness Notes would be entitled shall be entitled made to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company such Senior IndebtednessIndebtedness (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust described under Article Thirteen). (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Company (1) In the event of each such event, if any, herein sometimes referred to as a Bankruptcy "Proceeding"), then and in any such event the holders of Company Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due on or to become due on such Senior Debt, or provision shall be made for such payment in respect cash or cash equivalents or otherwise in a manner satisfactory to the holders of all Company Senior IndebtednessDebt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character character, whether in cash, property or securities Securities (including any payment or distribution which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Debt of the Company (including any series of the Securities) subordinated in right of payment to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Company Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series of Securities which have been acquired (upon redemption or otherwise) prior to such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any Junior Subordinated Payment or any sinking fund payment or distribution which may be payable or deliverable to Holders of (except as described in the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) immediately preceding paragraph), before all Company amounts due or to become due on all Senior Indebtedness is Debt are paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and in such event such payment or distribution shall be received in trust and paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company amounts due or to become due on all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Company amounts due or to become due on all Senior Indebtedness Debt in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness. (3) Debt to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 VIII shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article 8VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets or securities of the event Company of a Bankruptcy Proceedingany kind or character, then and whether in cash, property or securities, upon any such event dissolution or winding up or total or partial liquidation or reorganization of the holders of Company Senior Indebtedness shall be entitled to receive payment Company, whether voluntary or involuntary or in full of bankruptcy, insolvency, receivership or other proceedings, all amounts due on or to become due on upon all Senior Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in respect of all Company Senior Indebtednessfull, in cash or cash equivalents, before the Holders of the Securities are or the Trustee on behalf of the Holders of the Securities shall be entitled to receive any payment by the Company on account of Senior Subordinated Obligations, or distribution any payment to acquire any of any kind or character whether in the Securities for cash, property or securities securities, or any distribution with respect to the Securities of any cash, property or securities. (including any b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofdistribution, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any Holder at a time when such payment or deliverable distribution is prohibited by Section 10.03(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full full, in cash or payment thereof provided for in cashcash equivalents, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (PRO RATA to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their representatives or to the Bankruptcy Custodian trustee or trustees under any other Person making payment or distribution of assets of the Company indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3c) 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 conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article 8 6 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 10.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or transferother disposition, comply with the conditions set forth provided in Article 86.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)securities, on account of the SecuritiesNotes, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities Notes in any such Bankruptcy Proceeding. (2b) In the event thatIf, notwithstanding the foregoing provisions of this Section 11.26.2, the Trustee or the Holder of any Security Notes shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith promptly to the any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Custodian Law or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3c) The consolidation of the Company with, or the merger of the Company into, another Person Person, or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 of the Base Indenture shall not be deemed a insolvency, an insolvency case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 6.2 if the Person formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance or transfer such properties and assets as an entirety, as the case may bemaybe, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 88 of the Base Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Notes in the event of a Bankruptcy Proceeding, then and in any such event Insolvency or Liquidation Proceeding with respect to the Company: (a) the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company such Senior Indebtedness, or provision must be made for such payment, before the Holders of the Securities Notes are entitled to receive any direct or indirect payment or distribution of any kind or character character, whether in cash, property or securities (including any payment other than Permitted Junior Securities) on account of principal of or distribution which may be payable interest on the Notes or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the purchase or redemption or other acquisition of Notes; and (b) any direct or indirect payment or distribution of 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 Securities), and by set-off or otherwise, to that end which the Holders or the 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of principal of or interest on the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Notes before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities) shall be received and held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidCompany, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale, assignment, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties and assets 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 8 Eight hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant prerequisite to any Bankruptcy Law payments being made to the Holders) for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Section.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution to creditors of the event Company in a liquidation or dissolution of the Company or in a Bankruptcy Proceedingbankruptcy, then reorganization, insolvency, receivership, or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the Company's assets and in any such event liabilities, the holders of Company Senior Indebtedness shall will be entitled to receive payment in full in cash or Cash Equivalents of all amounts obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, ) before the Holders of the Securities are Notes will be entitled to receive any payment with respect to the Notes, and until all obligations with respect to Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the Holders of any kind or character whether in cashNotes would be entitled shall be made to the holders of Senior Indebtedness (except that Holders of Notes may receive Junior Securities). (b) In the event that, property or securities (including any notwithstanding the foregoing provision prohibiting such payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofdistribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property property, or securities, shall be received by set-off any Holder of Notes at a time when such payment or otherwise, which may be payable or deliverable distribution is prohibited by Section 8.3(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full in cash or Cash Equivalents, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution, or provision therefor to or for the holders of Company such Senior Indebtedness. (3c) 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 conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person upon the terms and conditions set forth provided in Article 8 5 of the Indenture shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 8.3 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 85 of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect Cash Equivalents, or such payments duly provided for to the satisfaction of all Company the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cashis made on account of any Obligations on the Securities, property or securities (including for the acquisition of any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of for cash or property or otherwise. Upon any other indebtedness of the Company subordinated in right of payment to the Securities)such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receiveliquidation, for application to the payment thereofreorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities 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 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 Bankruptcy ProceedingSenior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (2b) To the extent any payment on Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right to setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 1202(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective 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 Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 VIII hereof and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law winding-up, liquidation or, reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with Article VIII hereof. (e) For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include Permitted Junior Securities of the Company issued in accordance with the conditions set forth in Article 8requirements of the definition thereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy any Insolvency or Liquidation Proceeding, then (1) all Senior Indebtedness under or with respect to the Credit Agreement and (2) all amounts payable in respect of any such event the holders of Company other Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders holder of the Securities are this Security is entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the excluding Reorganization Securities), ) on account of the Securities, and to that end principal of or interest on this Security. (b) The holders of Company Senior Indebtedness or their respective Representatives shall be entitled to receivereceive directly, for application to the payment thereofthereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), in the following order of priority, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Reorganization Securities but including any payment or distribution, except Reorganization Securities, which may be payable or deliverable by set-off or otherwise, reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) which may be payable or deliverable in respect of the Securities in any such Bankruptcy Insolvency or Liquidation Proceeding: first, so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, to the holders of such Senior Indebtedness (pro rata on the basis of the respective amounts of such Senior Indebtedness held by them) or their Representatives; and, second, if and only if all Senior Indebtedness under or with respect to the Credit Agreement is paid in full, to the holders of any other Senior Indebtedness (pro rata on the basis of the respective amounts of such other Senior Indebtedness held by them) or their respective Representatives. (2c) In the event that, notwithstanding the foregoing provisions of this Section 11.23.2, the Trustee or the Holder holder of any Security shall have received any payment from or distribution of assets of the Company or the estate created by the commencement of any such Insolvency or Liquidation Proceeding, of any kind or character in respect of this Security, whether in cash, property or securities (excluding Reorganization Securities but including any payment or distribution distribution, except Reorganization Securities, which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness of the Company being subordinated in right to the payment of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered forthwith over, in the following order of priority, to the Bankruptcy Custodian or other Person making payment or distribution of assets holders of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidunpaid or their respective Representatives, to the extent necessary to pay all Company such Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to or for the holders of Company such Senior Indebtedness. , for application to the payment in full of such Senior Indebtedness: first, so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, to the holders of such Senior Indebtedness (3) The consolidation pro rata on the basis of the Company withrespective amounts of such Senior Indebtedness held by them) (or their respective Representatives) and, second, if and only if all Senior Indebtedness under or with respect to the merger Credit Agreement is paid in full, to the holders of any other Senior Indebtedness (pro rata on the basis of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part respective amounts of such consolidation, merger, conveyance other Senior Indebtedness held by them) or transfer, comply with the conditions set forth in Article 8their respective Representatives.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of Upon a Bankruptcy ProceedingDissolution Event, then all principal, premium, if any, and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts interest due on or to become due on or all Senior Indebtedness must be paid in respect of all Company Senior Indebtedness, full before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect thereof. (b) In the event that, notwithstanding the foregoing provisions of this Article, the Trustee or any other indebtedness of the Company subordinated Noteholder shall have received in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofa Dissolution Event, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Noteholder receives for purposes of this Article 12. (3c) The consolidation For purposes of this Article, the Company withwords “cash, property or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up plan of reorganization or other similar case pursuant readjustment which are subordinated in right of payment to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of the Company's assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings (1each such event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company all Senior Indebtedness shall (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, cash before the Holders of the Securities are entitled to receive any payment payments or distribution distributions of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Debt of the Company (including the Securities) subordinated in right to the payment of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, (ii) any payment or distribution of the Company's assets of the Company of any kind or character, whether in cash, property securities or securities, by set-off or otherwiseother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash before any such Bankruptcy Proceeding. (2) payment or distribution is made to the Holders of the Securities. In the event that, that notwithstanding the foregoing subordination provisions set forth herein, any payment or distribution of this Section 11.2assets of any kind or character is made on the Securities at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Indebtedness is paid in full in cash, the Trustee or the Holder holders of any Security shall have received the Securities receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Indebtedness. For the purposes of this Article only, the words "any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may character" shall not be payable or deliverable deemed to Holders include shares of the Securities made in respect of any other indebtedness stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to the Securities) before all Company then outstanding Senior Indebtedness is paid to substantially the same extent as the Securities are so subordinated as provided in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.in

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(i) any insolvency, then and in bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any such event proceeding for the holders liquidation, dissolution or other winding up of the Company Senior Indebtedness shall be entitled to receive payment in full voluntarily or involuntarily, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshalling of assets of the Company, all amounts due on upon all Senior Indebtedness of the Company (including any interest thereon accruing after the commencement of such proceedings) shall first be paid in full, or to become due on or payment thereof provided for in respect of all Company Senior Indebtednessmoney in accordance with its terms, before any payment is made by the Holders Company on account of the Securities are entitled to receive principal (and premium, if any) or interest on the Convertible Debentures; and any payment by the Company, or distribution of assets of the Company of any kind or character character, whether in cash, property or securities securities, which the Holders of the Convertible Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, or by the Holders of the Convertible Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness (including any interest thereon accruing after the commencement of such proceedings) in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution which may be payable or deliverable is made to the Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment Convertible Debentures or to the Securities)Trustee. In the event that, on account of notwithstanding the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofforegoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by set-off or otherwisethe foregoing, which may shall be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, received by the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness before all Senior Indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full full, or payment thereof provided provision is made for in cashsuch payment, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the Bankruptcy Custodian holders of such Senior Indebtedness or other Person making payment their representative or distribution of assets of representatives, or to the Company trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Company Senior Indebtedness of the Company, remaining unpaid, unpaid to the extent necessary to pay all Company such Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Company such Senior Indebtedness. (3) . For purposes of this Article 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 which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Convertible Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 8 IX of this Indenture shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding up, liquidation, reorganization, liquidationreadjustment, dissolutioncomposition, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8IX of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding(x) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relative to the Company or its creditors or its property, (y) any proceeding for voluntary liquidation, dissolution or other winding up of the Company whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or any marshaling of the assets of the Company, then and in any such event the holders of Company event, (i) all Senior Indebtedness (including interest accruing on such Senior Indebtedness after the date of filing a petition or other action commencing any such proceeding to the extent such interest is an allowed claim) shall first be paid in full, or have provision made for payment in full to the reasonable satisfaction of the holder of any Senior Indebtedness, before the holder of this Note shall be entitled to receive any payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders account of the Securities are entitled to receive principal of or interest on the indebtedness evidenced by this Note, and (ii) any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities (other than securities 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 VIII 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), to which the holder of this Note would be entitled except for the provisions of this Article VIII, 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 other 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 of all Senior Indebtedness remaining unpaid and/or outstanding (as the case may be), after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. (b) No payments on account of principal of or interest on this Note shall be made unless full payment of amounts then due for principal of (including any payment sinking fund payment), premium, if any, and interest on all Senior Indebtedness has been made or distribution which may be payable otherwise duly provided for to the reasonable satisfaction of each holder of any Senior Indebtedness. (c) In the event and during the continuation of any default or deliverable to Holders event of the Securities made default in respect of any other indebtedness Senior Indebtedness or under any agreement under which any Senior Indebtedness was issued continuing beyond the period of grace, if any, specified in such agreement, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company subordinated in right and no application of payment funds shall be made with respect to the Securities)principal of or interest on this Note. (d) In the event that, on account of notwithstanding the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofforegoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness than securities of the Company subordinated in right or any other corporation provided for by a plan of reorganization or readjustment, provided that 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 Securitiesextent provided in this Article VIII 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), shall be received by the holder of this Note during the continuance of any event specified in Sections 8.02(a), 8.02(b) or 8.02(c) prohibiting such payment and before all Company Senior Indebtedness is paid in full or provision made for its payment thereof provided for in cashto the reasonable satisfaction of each holder of any Senior Indebtedness, then and in such event such payment or distribution (subject to Section 8.04) shall be immediately paid by the holder hereof over or delivered forthwith to the Bankruptcy Custodian holders of Senior Indebtedness (or other Person making payment their representative or distribution representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of assets such Senior Indebtedness may have been issued), upon their written request remaining unpaid or unprovided for as provided in the foregoing subsection (ii) of the Company Section 8.02(a), for application to the payment of all Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay until all Company such Senior Indebtedness shall have been paid in full in cash full, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of Company such Senior Indebtedness. (3e) The consolidation Subject to the payment in full of all Senior Indebtedness and the irrevocable and complete termination of all commitments and obligations to issue or fund any Senior Indebtedness (and not before such time), the holder of this Note shall be subrogated equally and ratably with the holders of all other Notes to all rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company withapplicable to the Senior Indebtedness until the principal of and interest on this Note shall be paid in full; and, for purposes of such subrogation, no payments or distributions to the merger holders of Senior Indebtedness of cash, property or securities distributable or paid over to the holders of Senior Indebtedness under the provisions hereof to which the holder of this Note or other Notes would be entitled except for the provisions of this Article VIII shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holder of this Note or of other Notes, be deemed to be a payment by the Company to or on account of the Company intoSenior Indebtedness, another Person or it being understood that the liquidation or dissolution provisions of the Company following the conveyance or transfer of all or substantially all of its properties this Article VIII are and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law are intended solely for the purposes of defining the relative rights of the holder of this Section 11.2 Note, the holders of other Notes and the holders of the Senior Indebtedness. (f) Nothing contained in this Article VIII or elsewhere in this Note is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness (and the entities committed or obligated to issue or fund any Senior Indebtedness), and the holder of this Note, the obligation of the Company, which is absolute and unconditional, to pay to the holder hereof the principal of and interest hereon, as and when the same shall become due and payable in accordance with the terms hereof, or is intended to or shall affect the relative rights of the holder hereof and other creditors of the Company other than the holders of the Senior Indebtedness (and the entities committed or obligated to issue or fund any Senior Indebtedness), nor shall anything in this Note prevent the holder from exercising all remedies otherwise permitted by applicable law upon the happening of any Event of Default under this Note, subject to the rights, if any, under this Article VIII of the Person formed by holders of Senior Indebtedness (and the entities committed or obligated to issue or fund any Senior Indebtedness) in respect of cash, property or securities of the Company received upon the exercise of any such consolidation remedy. (g) Without notice to or into the consent of the holder of this Note, the holders of the Senior Indebtedness or the entities committed or obligated to issue or fund any Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness or the commitment or obligation to issue or fund any Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness or the commitment or obligation to issue or fund any Senior Indebtedness, any agreement pursuant to which the Company is merged Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness or the Person which acquires commitment or obligation to issue or fund any Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any money or other property paid by conveyance any person or transfer such properties and assets as an entiretyreleased in any manner to the Senior Indebtedness; accept or release any security for the Senior Indebtedness; sell, as exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; or exercise or refrain from exercising any rights against the case may be, shall, as a part Company or any other person; all without thereby impairing in any respect the rights of such consolidation, merger, conveyance or transfer, comply with the conditions set forth holders of Senior Indebtedness as provided in this Article 8VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceedingany liquidation, then dissolution or other winding up of the Issuer, whether voluntary or involuntary and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on whether or to become due on not involving insolvency or in respect of all Company Senior Indebtednessbankruptcy, before the Holders of the Securities Noteholders are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of principal of or interest on the SecuritiesNotes (and any other amounts payable in respect thereof) including from funds deposited in the Reserve Account, and to that end the holders of Company Senior Indebtedness Other Obligations shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities Notes in any such Bankruptcy Proceedingcase, proceeding, dissolution, liquidation or other winding up event. (2b) In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security Noteholder shall have received in the event of any liquidation, dissolution or other winding up of the Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, any payment or distribution of assets of the Issuer of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of from funds deposited in the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Reserve Account, before all Company Senior Indebtedness is Other Obligations are paid in full or payment thereof provided for in cashfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Noteholder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Company Senior Indebtedness Other Obligations remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Other Obligations in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior IndebtednessOther Obligations. (3c) The consolidation For purposes of this Article only, the Company withwords "cash, property or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 securities" shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a insolvencyplan of reorganization or readjustment which are subordinated in right of payment to all Other Obligations which may at the time be outstanding to substantially the same extent as, caseor to a greater extent than, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of Notes are so subordinated as provided in this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Article.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of assets of any Intercompany Borrower in the event of a Bankruptcy (a) any Insolvency Proceeding, then or (b) any assignment for the benefit of creditors in connection with, or in lieu of, an Insolvency Proceeding or any marshalling of assets and in liabilities of any such event Intercompany Borrower in connection with an Insolvency Proceeding (an Intercompany Borrower distributing assets as set forth herein being referred to as a “Distributing Company”), the holders of Company Senior Indebtedness Administrative Agent shall be entitled to receive payment receive, for the benefit of the holders of the Senior Obligations (each, a “Senior Debt Holder”), Payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, Full under the LC Credit Agreement before the Holders holder of the Securities are any Subordinated Indebtedness is entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of any Subordinated Indebtedness owed to it by the SecuritiesDistributing Company, and and, to that end holders of Company Senior Indebtedness end, the Administrative Agent shall be entitled to receive, for application to the payment thereofof the Senior Obligations in accordance with the LC Credit Agreement, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Subordinated Indebtedness owed by set-off the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If any Event of Default shall have occurred and be continuing, or such an Event of Default would result from or exist after giving effect to a payment with respect to any portion of the Subordinated Indebtedness, so long as any of any Senior Obligations shall remain outstanding, no payment shall be made by any Company on account of principal or interest on any portion of the Subordinated Indebtedness. If, while any Subordinated Indebtedness is outstanding and before Payment in Full has occurred in accordance with the terms of the LC Credit Agreement, any Insolvency Proceeding shall occur and be continuing with respect to any Company or its property: (a) the Administrative Agent hereby is irrevocably authorized and empowered (in the name of the Company or otherwise), but shall have no obligation, to demand, ▇▇▇ for, collect, and receive every payment or distribution in respect of the Subordinated Indebtedness and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent (or any Senior Debt Holders) under any of the Loan Documents; and (b) each Company shall promptly take such action as the Administrative Agent may reasonably request (i) to collect the Subordinated Indebtedness for the account of the Senior Debt Holders and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (ii) to execute and deliver to the Administrative Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Indebtedness, and (iii) to collect and receive any and all any payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Subordinated Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive Upon any payment or distribution of cash, securities or other assets, of the Issuer of any kind or character character, whether in cash, property property, securities or securities (including otherwise, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, before any payment or distribution which may be payable or deliverable to Holders of the Securities is made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of any Subordinated Obligations or to acquire the SecuritiesNote for cash or property. Upon any such dissolution, and to that end holders of Company Senior Indebtedness shall be entitled to receivewinding-up, for application to the payment thereofliquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of would be entitled, except for the provisions hereof, shall be paid by the Issuer or by any Security shall have received any payment receiver, trustee in bankruptcy, liquidating trustee, agent or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event person making such payment or distribution shall be paid over distribution, or delivered forthwith by the Holder if received by it, directly to the Bankruptcy Custodian or other Person making payment or distribution holders of assets Senior Indebtedness (pro rata to such holders on the basis of the Company 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 Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company Senior Indebtedness. (3b) The consolidation In the event that any payment or distribution of assets of the Company withIssuer of any kind or character, whether in cash, property or securities, shall be received by the Holder when such payment or distribution is prohibited by Section 5.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective representatives, or to the merger of the Company into, another Person trustee or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case trustees under any indenture pursuant to which any Bankruptcy Law of such Senior Indebtedness may have been issued, as their respective interests may appear, in the form in which received (except for any necessary endorsements), for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company Issuer to creditors of any kind or character, whether in cash, property or securities, by set-off in connection with any dissolution or otherwise, which may be payable winding up or deliverable in respect total or partial liquidation or reorganization of the Securities Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the notes or on account of the purchase or redemption or other acquisition of the Notes by the Issuer or any of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or the Holder of any Note receives any payment or distribution of the Issuer's assets of any kind or character (excluding shares of Issuer's common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such Bankruptcy Proceedingpayment or distribution will be required to be paid over or delivered forthwith to the trustee in bankruptcy or other Person making payment or distribution of our assets for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in full. (2b) To the extent any payment of Senior Debt of the Issuer (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 Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2provision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer of any kind or character character, whether in cash, property or securities (including securities, shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable to Holders of the Securities made is prohibited by Section 15.3(a) and before all obligations in respect of any other indebtedness Senior Debt of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is Issuer are paid in full full, in cash or payment thereof provided for in cashcash equivalents, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the Bankruptcy Custodian trustee or other Person making payment or distribution of assets trustees under any indenture pursuant to which any such Senior Debt of the Company Issuer may have been issued, as their respective interests appear, for application to the payment of Senior Debt of the Issuer remaining unpaid until all Company such Senior Indebtedness remaining unpaidDebt of the Issuer has been paid in full, to the extent necessary to pay all Company Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior IndebtednessDebt of the Issuer. (3d) 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 conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets as an entirety to another Person upon the terms and conditions set forth provided in Article 8 VII hereof shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 15.3 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article 8VII hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any distribution of the Company's assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings (1each such event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) In all Senior Debt (including without limitation all interest accruing on or after the event filing of a Bankruptcy Proceedingany petition in bankruptcy relating to the Company at the relevant contractual rate, then and whether or not such claim for post-petition interest is allowed in any such event the holders of Company Senior Indebtedness shall proceeding) must be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, cash before the Holders of the Securities Debentures are entitled to receive any payment payments or distribution distributions of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Debt of the Company (including the Debentures) subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofof the Debentures), and (ii) any payment or distribution of the Company's assets of the Company of any kind or character, whether in cash, property securities or securities, by set-off or otherwiseother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities Debentures shall be paid or delivered directly to the holders of such Senior Debt (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Debt shall have been paid in full in cash before any such Bankruptcy Proceeding. (2) payment or distribution is made to the Holders of the Debentures. In the event that, that notwithstanding the foregoing subordination provisions set forth herein, any payment or distribution of this Section 11.2assets of any kind or character is made on the Debentures at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Debt is paid in full in cash, the Trustee or the Holder Holders of any Security shall have received the Debentures receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may character" shall not be payable or deliverable deemed to Holders include shares of the Securities made in respect of any other indebtedness stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the Securities) before all Company Senior Indebtedness is paid same extent as the Debentures are so subordinated as provided in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article 8Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy ProceedingEvent, then all principal, premium, if any, and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts interest due on or to become due on or all Senior Indebtedness must be paid in respect of all Company Senior Indebtedness, full before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect thereof. (b) In the event that, notwithstanding the foregoing provisions of this Article, the Trustee or any other indebtedness of the Company subordinated Noteholder shall have received in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofa Bankruptcy Event, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Noteholder receives for purposes of this Article 12. (3c) The consolidation For purposes of this Article, the Company withwords “cash, property or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up plan of reorganization or other similar case pursuant readjustment which are subordinated in right of payment to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Until all Senior Secured Debt shall have been paid in full, exchanged for Notes or otherwise retired, in the event of: (a) the occurrence of a Bankruptcy Proceedingan Event of Default (as such term is defined in the Senior Secured Debt) and continuance thereof beyond any grace period provided in the Senior Secured Debt; (b) any acceleration of the maturity of any other Indebtedness of the Company, then and in or (c) the institution of any such event liquidation, dissolution, bankruptcy, insolvency or similar proceeding relating to the holders Company, its property, or its creditors as such, the Holders of Company Senior Indebtedness the Notes shall not be entitled to receive payment in full and, by execution and delivery of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before this Indenture the Holders of the Securities are entitled Notes agree not to receive accept, any payment of principal or distribution interest until all amounts owing in respect of the Senior Secured Debt shall have been paid in full; and from and after the happening of any event described in clause (c) of this Section 10.02, all payments and distributions of any kind or character (whether in cash, property securities or securities property) which, except for the provisions hereof, would have been payable or distributable to or for the benefit of the holders of the Notes, shall be made to and for the benefit of the Holders of the Senior Secured Debt (including who shall be entitled to make all necessary claims therefore) in accordance with the priorities of payment set forth herein until all Senior Secured Debt shall have been paid in full. In the event that any payment or distribution which may be payable or deliverable is made with respect to Holders the Notes in violation of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofterms hereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event receiving such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets (and, by acceptance of the Company Exchange Notes, agrees to) hold it in trust for application to the payment of all Company Senior Indebtedness remaining unpaidbenefit of, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for and shall remit it to, the holders of Company the Senior Indebtedness. (3) The consolidation Secured Debt in accordance with the priorities of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions payment set forth herein and in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Security Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution to creditors of the event Company in a liquidation or dissolution of the Company or in a Bankruptcy Proceedingbankruptcy, then reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the Company's assets and in any such event liabilities, the holders of Company Senior Indebtedness shall will be entitled to receive payment in full in cash or Cash Equivalents of all amounts obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, ) before the Holders of the Securities are Notes will be entitled to receive any payment with respect to the Notes, and until all obligations with respect to Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the Holders of any kind or character whether in cashNotes would be entitled shall be made to the holders of Senior Indebtedness (except that Holders of Notes may receive Junior Securities and payments made from the defeasance trust described under Sections 8.04(a) 8.05. (b) In the event that, property or securities (including any notwithstanding the foregoing provision prohibiting such payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofdistribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any Holder of Notes at a time when such payment or deliverable distribution is prohibited by Section 11.03(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full in cash or Cash Equivalents, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3) . 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 conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person upon the terms and conditions set forth provided in Article 8 5 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 11.03 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 85.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect Cash Equivalents, or such payment duly provided for to the satisfaction of all Company the holders of the Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cashis made on account of any Obligations on the Securities, property or securities (including for the acquisition of any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of for cash or property or otherwise. Upon any other indebtedness of the Company subordinated in right of payment to the Securities)such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receiveliquidation, for application to the payment thereofreorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities or the Trustee under this Indenture would be entitled (other than any payments of fees and expenses of the Trustee and any indemnity made under Section 7.07), 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 Securities or by the Trustee under this Indenture if received by them, 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 Bankruptcy ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (2b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness 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 Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Following the occurrence of a Consolidation Event, in the event of a (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 under Bankruptcy ProceedingLaw or otherwise, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bank ruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Company Senior Indebtedness shall be entitled to indefeasibly receive payment in full and in cash of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, Indebtedness before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of principal of or interest on or any other amounts owing under the SecuritiesNotes, and to that end the holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) Payment. In the event that, notwithstanding the foregoing provisions of this Section 11.210.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Payment before all Company Senior Indebtedness is indefeasibly paid in full or payment thereof provided for and in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay all Company Senior Indebtedness in full and in cash cash, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) The consolidation . For purposes of this Article X only, the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 words "Securities Payment" shall not be deemed a insolvencyto include Reorganization Securities, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant and the Holders shall in all events be entitled to receive and retain any Bankruptcy Law for Reorganization Securities notwithstanding anything to the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8contrary contained herein.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Company, or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or similar proceeding relating to the holders of Company or its property, whether voluntary or involuntary, all Obligations with respect to all Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due on full, in cash or to become due on or in respect of all Company Senior IndebtednessCash Equivalents, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cashis made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or securities (including otherwise; and until all such Obligations with respect to all Senior Indebtedness are paid in full in cash or Cash Equivalents, any payment or distribution to which may be payable or deliverable to the Holders of the Securities Notes would be entitled but for the subordination provisions will be made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receiveas their interests may appear. Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for application to the payment thereofbenefit of creditors or marshalling of assets, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Senior 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 Bankruptcy ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (2b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidany kind or character, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.whether in

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(i) 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 (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (iii) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, then and in any such event specified in clause (i), clause (ii) or clause (iii) above (each such event, if any, herein sometimes referred to as a "Proceeding"): (1) the holders of Company Senior Indebtedness shall Debt will be entitled to receive payment of such Senior Debt in full of all amounts due on in cash or to become due on or in respect of all Company Senior Indebtedness, Cash Equivalents before the Holders of the Securities Noteholders are entitled to receive any payment or distribution of any kind or character whether in cash, securities or other property with respect to the principal of, premium, (if any), or securities (including any payment interest on or distribution which may be payable or deliverable to Holders of the Securities made other obligations in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)Notes, or on account of any purchase or other acquisition of Notes by the SecuritiesCompany (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Notes Payment"), and to that end the holders of Senior Debt of the Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Notes Payment which may be payable or deliverable in respect of the Notes in any such Proceeding; and (2) until the Senior Debt is paid in full in cash or Cash Equivalents, any Notes Payment to which Noteholders would be entitled but for this Article XI will be made to holders of such Senior Debt as their interests may appear. If a Notes Payment is made to Noteholders that, due to this Article XI should not have been made to them such Noteholders are required to hold it in trust for the holders of Senior Debt and pay it over to them as their interests may appear. In the event that, notwithstanding the foregoing provisions of this Section 11.02, the Trustee receives payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of before all the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness Senior Debt of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full in cash or payment thereof provided for in cashCash Equivalents, then and in such event event, such payment or distribution Notes Payment shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Debt of the Company Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) Debt of the Company. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 VI shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 11.02 if the Person person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8VI.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (1) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all amounts due on or to become due on or in respect of all Company 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 whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Subordinated Note 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 securitiessecurities (excluding Permitted Junior Securities 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 bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Securities Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Bankruptcy Proceeding.Senior Indebtedness; and (23) In in the event that, notwithstanding the foregoing provisions of this Section 11.214.2, 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 character, whether in cash, property or securities (including any payment securities, by set off or distribution which may be payable or deliverable to Holders of the Securities made otherwise, in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Senior Subordinated Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 8 VIII hereof shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VIII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(i) 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 (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (iii) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, then and in any such event specified in clause (i), clause (ii) or clause (iii) above (each such event, if any, herein sometimes referred to as a "Proceeding"): (1) the holders of Company Senior Indebtedness shall Debt will be entitled to receive payment of such Senior Debt in full of all amounts due on in cash or to become due on or in respect of all Company Senior Indebtedness, Cash Equivalents before the Holders of the Securities Noteholders are entitled to receive any payment or distribution of any kind or character whether in cash, securities or other property with respect to the principal of, premium, (if any), or securities (including any payment interest on or distribution which may be payable or deliverable to Holders of the Securities made other obligations in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)Notes, or on account of any purchase or other acquisition of Notes by the SecuritiesCompany (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Notes Payment"), and to that end the holders of Senior Debt of the Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Notes Payment which may be payable or deliverable in respect of the Notes in any such Proceeding; and (2) until the Senior Debt is paid in full in cash or Cash Equivalents, any Notes Payment to which Noteholders would be entitled but for this Article XI will be made to holders of such Senior Debt as their interests may appear. If a Notes Payment is made to Noteholders that, due to this Article XI should not have been made to them such Noteholders are required to hold it in trust for the holders of Senior Debt and pay it over to them as their interests may appear. In the event that, notwithstanding the foregoing provisions of this Section 11.02, the Trustee receives payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of before all the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness Senior Debt of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full in cash or payment thereof provided for in cashCash Equivalents, then and in such event event, such payment or distribution Notes Payment shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Debt of the Company Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) Debt of the Company. The consolidation of the Company with, or the merger of the Company into, another Person person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person person upon the terms and conditions set forth in Article 8 VI shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 11.02 if the Person person formed by such consolidation or into which the Company is merged or the Person person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8VI.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event Upon any distribution to creditors of a Bankruptcy ProceedingGuaranteeing Subsidiary in a liquidation or dissolution of such Guaranteeing Subsidiary or in a bankruptcy, then reorganization, insolvency, receivership or similar proceeding relating to such Guaranteeing Subsidiary or its property, in an assignment for the benefit of creditors or any marshaling of the Guaranteeing Subsidiary's assets and in any such event the liabilities: (i) holders of Company the Senior Indebtedness Guarantees shall be entitled to receive payment in full in cash of all amounts obligations due on or to become due on or in respect of all Company such Senior Indebtedness, Guarantees (including interest after the commencement of any such proceeding at the rate specified in the Indebtedness to which such Senior Guarantee relates whether or not any such interest is allowed as an enforceable claim against the Guaranteeing Subsidiary in such proceeding) before the Holders holders of the Securities are Note Guarantee shall be entitled to receive any payment with respect to the Note Guarantee (except that Holders may receive (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.03 or distribution 8.04 of any kind or character whether the Indenture); and (ii) until all obligations with respect to the Senior Guarantees (as provided in clause (i) above) are paid in full in cash, property or securities (including any payment or distribution to which may be payable or deliverable to Holders holders of the Securities Note Guarantee would be entitled but for this Section 4 shall be made in respect of any other indebtedness to holders entitled to the benefit of the Company subordinated in right Senior Guarantees (except that holders of payment the Note Guarantee may receive (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.03 or 8.04 of the SecuritiesIndenture), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which as their interests may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceedingappear. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due on or to become due on or Senior Indebtedness (including interest after the commencement of such proceeding at the rate specified in respect of all Company the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the SecuritiesNote Obligations; (ii) any direct or indirect payment or distribution of Properties of the Company of any kind or character, and whether in cash, property or securities (excluding Permitted Junior Securities of the Company), by set-off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article XIII 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, 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, by set-set off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull in cash or Cash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. ; 109 118 (3iv) The consolidation to the extent any payment of or distribution in respect of Senior Indebtedness (whether by or on behalf of the Company withor any Subsidiary Guarantor, as proceeds of security or the merger enforcement of the Company intoany right of setoff or otherwise) is declared to be fraudulent or preferential, another set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a under any bankruptcy, insolvency, case, proceeding, receivership, liquidationfraudulent conveyance, reorganizationfraudulent transfer or similar law, liquidationthen if such payment or distribution is recovered by, dissolutionor paid over to, winding up such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar case pursuant person, the Senior Indebtedness or part thereof originally intended to any Bankruptcy Law for the purposes of this Section 11.2 be satisfied shall be deemed to be reinstated and outstanding as if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.payments had not occurred; and

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, by setto creditors upon any dissolution or winding-off up or otherwise, which may be payable total or deliverable in respect partial liquidation or reorganization of the Securities Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or such payment duly provided for, before any payment is made on account of the principal of or interest on the Notes, or any acquisition of the Notes for cash or property is made other than conversion of the Notes into Common Shares in accordance with Section 8.1 hereof. Upon any such Bankruptcy Proceeding. (2) In the event thatdissolution, notwithstanding the foregoing provisions of this Section 11.2winding-up, the Trustee liquidation or the Holder of reorganization, any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled, except for the provisions hereof, other than conversion of the Notes into Common Shares in accordance with Section 8.1 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 of the Notes 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 Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company Senior IndebtednessDebt. (3b) The consolidation Notwithstanding the foregoing, in the event that any payment or distribution of assets of the Company withIssuer of any kind or character, whether in cash, property or securities, other than conversion of the Notes into Common Shares in accordance with Section 8.1 hereof, shall be received by any Holder when such payment or distribution is prohibited by Section 6.3(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective representatives, or to the merger trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the Company intopayment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, another Person after giving effect to any concurrent payment, distribution or provision therefor to or for the liquidation or dissolution holders of such Senior Debt. (c) For purposes of Section 6 of this Note, the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 words "CASH, PROPERTY OR SECURITIES" shall not be deemed to include (x) shares of stock of the Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Issuer or any other Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes to the Senior Debt, and made by a insolvencycourt of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up insolvency or other similar case pursuant law, or (z) securities of the Issuer or any other Issuer provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Notes, to the payment of all Senior Debt then outstanding; PROVIDED that (i) if a new Issuer results from such reorganization or readjustment, such Issuer assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. Notwithstanding anything to the contrary in this Section 6, (i) a court referred to in clause (x) above may give effect, and state that it is giving effect to the subordination of the Notes in an order or decree which authorizes the payment in full of Senior Debt in assets other than cash or cash equivalents and (ii) any Bankruptcy Law for assets which the purposes holders of the Notes are permitted to receive in accordance with the provisions of this Section 11.2 if 6 shall not be subject to any claim by or on behalf of the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, by setto creditors upon any liquidation, dissolution, winding-off up, reorganization, assignment for the benefit of creditors or otherwisemarshalling of assets of any Guarantor or in a bankruptcy, which may reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness shall first be payable paid in full in cash or deliverable in respect Cash Equivalents, or such payment duly provided for to the satisfaction of the Securities in any such Bankruptcy Proceeding. (2) In holders of the event thatGuarantor Senior Indebtedness, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received before any payment or distribution of any kind or character is made on account of any Obligations of a Guarantor on the Guarantees, 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 any Guarantor of any kind or character, whether in cash, property or securities securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Guarantees or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (including pro rata to such holders on the basis of the respective amounts of Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect assets of a Guarantor of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full kind or payment thereof provided for character, whether in cash, then and in property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidto, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Guarantor Senior Indebtedness. Indebtedness (3) The consolidation pro rata to such holders on the basis of the Company withrespective amount of Guarantor Senior Indebtedness held by such holders) or their respective Representatives, or to the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.trustee or

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(i) any insolvency, then and in bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any such event proceeding for the holders liquidation, dissolution or other winding up of the Company Senior Indebtedness shall be entitled to receive payment in full voluntarily or involuntarily, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshalling of assets of the Company, all amounts due on upon all Senior Indebtedness of the Company (including any interest thereon accruing after the commencement of such proceedings) shall first be paid in full, or to become due on or payment thereof provided for in respect of all Company Senior Indebtednessmoney in accordance with its terms, before any payment is made by the Holders Company on account of the Securities are entitled to receive principal (and premium, if any) or interest on the Convertible Debentures; and any payment by the Company, or distribution of assets of the Company of any kind or character character, whether in cash, property or securities securities, to which the Holders of the Convertible Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, or by the Holders of the Convertible Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness (including any interest thereon accruing after the commencement of such proceedings) in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution which may be payable or deliverable is made to the Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment Convertible Debentures or to the Securities)Trustee. In the event that, on account of notwithstanding the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofforegoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by set-off or otherwisethe foregoing, which may shall be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, received by the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness before all Senior Indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full full, or payment thereof provided provision is made for in cashsuch payment, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the Bankruptcy Custodian holders of such Senior Indebtedness or other Person making payment their representative or distribution of assets of representatives, or to the Company trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Company Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all Company such Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Company such Senior Indebtedness. (3) . For purposes of this Article 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 which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Convertible Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 8 IX of this Indenture shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding up, liquidation, reorganization, liquidationreadjustment, dissolutioncomposition, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8IX of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of assets of any Intercompany Borrower in the event of a Bankruptcy (a) any Insolvency Proceeding, then or (b) any assignment for the benefit of creditors in connection with, or in lieu of, an Insolvency Proceeding or any marshalling of assets and in liabilities of any such event Intercompany Borrower in connection with an Insolvency Proceeding (an Intercompany Borrower distributing assets as set forth herein being referred to as a “Distributing Company”), the holders of Company Senior Indebtedness Administrative Agent shall be entitled to receive payment receive, for the benefit of the holders of the Senior Obligations (each, a “Senior Debt Holder”), Payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, Full under the LC Credit Agreement before the Holders holder of the Securities are any Subordinated Indebtedness is entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of any Subordinated Indebtedness owed to it by the SecuritiesDistributing Company, and and, to that end holders of Company Senior Indebtedness end, the Administrative Agent shall be entitled to receive, for application to the payment thereofof the Senior Obligations in accordance with the LC Credit Agreement, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Subordinated Indebtedness owed by set-off the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If any Event of Default shall have occurred and be continuing, or such an Event of Default would result from or exist after giving effect to a payment with respect to any portion of the Subordinated Indebtedness, so long as any of any Senior Obligations shall remain outstanding, no payment shall be made by any Company on account of principal or interest on any portion of the Subordinated Indebtedness. If, while any Subordinated Indebtedness is outstanding and before Payment in Full has occurred in accordance with the terms of the LC Credit Agreement, any Insolvency Proceeding shall occur and be continuing with respect to any Company or its property: (a) the Administrative Agent hereby is irrevocably authorized and empowered (in the name of the Company or otherwise), but shall have no obligation, to demand, s▇▇ for, collect, and receive every payment or distribution in respect of the Subordinated Indebtedness and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent (or any Senior Debt Holders) under any of the Loan Documents; and (b) each Company shall promptly take such action as the Administrative Agent may reasonably request (i) to collect the Subordinated Indebtedness for the account of the Senior Debt Holders and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (ii) to execute and deliver to the Administrative Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Indebtedness, and (iii) to collect and receive any and all any payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Subordinated Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the assets and liabilities of the Company, (1) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts Obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding, whether or not allowable as a claim in any such proceeding, at the rate specified in the applicable Senior Indebtedness, ) before the Holders of the Securities are shall be entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in with respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of Subordinated Note Obligations under the Securities, and (2) until all Obligations with respect to that end Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the Holders of Securities would be entitled shall be made to holders of Company Senior Indebtedness shall be entitled to receiveIndebtedness. However, for application to Holders of Securities may receive and retain Permitted Junior Securities and payments made from the defeasance trust described in Section 9.04. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment thereofor distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any Holder of Securities at a time when such payment or deliverable distribution is prohibited by Section 8.03(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full in cash or Cash Equivalents, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3) . 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 conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(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 and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Company 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 on or to become due on or in respect of all Company Senior Indebtedness, or provision shall be made for such payment in cash or other payment satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution on account of any kind or character whether in cashPrincipal Amount, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made Restated Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, cash in respect of any other indebtedness of the Company subordinated Put Price, Liquidated Damages, Change in right of payment to the Securities), Control Purchase Price and cash interest on account of the Securities, and to that end the holders of Company 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, shall be entitled to receivereceive 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 of all Senior Indebtedness remaining unpaid, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event thatcase, notwithstanding the foregoing provisions proceeding, dissolution, liquidation or other winding up or event. For purposes of this Section 11.2Article XII only, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in words "cash, property or securities (including any payment or distribution which may securities" shall not be payable or deliverable deemed to Holders include shares of the Securities made in respect of any other indebtedness 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 which in either case are subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 8 VIII shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 12.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Until all Senior Secured Debt shall have been paid in full, exchanged for Notes or otherwise retired, in the event of: (a) the occurrence of a Bankruptcy Proceedingan Event of Default (as such term is defined in the Senior Secured Debt) and continuance thereof beyond any grace period provided in the Senior Secured Debt; (b) any acceleration of the maturity of any other Indebtedness of the Company, then and in or (c) the institution of any such event liquidation, dissolution, bankruptcy, insolvency or similar proceeding relating to the holders Company or its property, the Holders of Company Senior Indebtedness the Notes shall not be entitled to receive payment in full and, by execution and delivery of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before this Indenture the Holders of the Securities are entitled Notes agree not to receive accept, any payment of principal or distribution interest until all amounts owing in respect of the Senior Secured Debt shall have been paid in full; and from and after the happening of any event described in clause (c) of this Section 10.02, all payments and distributions of any kind or character (whether in cash, property securities or securities property) which, except for the provisions hereof, would have been payable or distributable to or for the benefit of the holders of the Notes, shall be made to and for the benefit of the Holders of the Senior Secured Debt (including who shall be entitled to make all necessary claims therefor) in accordance with the priorities of payment set forth herein until all Senior Secured Debt shall have been paid in full. In the event that any payment or distribution which may be payable or deliverable is made with respect to Holders the Notes in violation of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofterms hereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event receiving such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets (and, by acceptance of the Company Notes, agrees to) hold it in trust for application to the payment of all Company Senior Indebtedness remaining unpaidbenefit of, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for and shall remit it to, the holders of Company the Senior Indebtedness. (3) The consolidation Secured Debt in accordance with the priorities of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions payment set forth herein and in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Security Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution to creditors of the event Company in a liquidation or dissolution of the Company or in a Bankruptcy Proceedingbankruptcy, then reorganization, insolvency, receivership, or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the Company's assets and in any such event liabilities, the holders of Company Senior Indebtedness shall will be entitled to receive payment in full in cash or Cash Equivalents of all amounts obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, ) before the Holders of the Securities are Notes will be entitled to receive any payment with respect to the Notes, and until all obligations with respect to Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the Holders of any kind or character whether in cashNotes would be entitled shall be made to the holders of Senior Indebtedness (except that Holders of Notes may receive Junior Securities). (b) In the event that, property or securities (including any notwithstanding the foregoing provision prohibiting such payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofdistribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property property, or securities, shall be received by set-off any Holder of Notes at a time when such payment or otherwise, which may be payable or deliverable distribution is prohibited by Section 8.3(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full in cash or Cash Equivalents, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Guarantor for the benefit of creditors or (d) any other marshaling of the assets of the Guarantor (each such event, if any, herein sometimes referred to as a Bankruptcy "Proceeding"), then and in any such event the holders of Company Guarantor Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due on or to become due on or payable in respect of all Company such Guarantor Senior IndebtednessDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character character, pursuant to the Guarantee or otherwise, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)securities, on account of any Guaranteed Obligations or on account of the Securities, purchase or other acquisition of Securities by the Guarantor or any Subsidiary and to that end the holders of Company Guarantor Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) ; provided, however, that holders of Guarantor Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Guarantor Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of business. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Guarantor of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any securities, but other indebtedness of the Company subordinated in right of payment than payments to the Securities) Trustee pursuant to Section 9.06, before all Company Guarantor Senior Indebtedness Debt is paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, and at or prior to the time of such payment or distribution, a Responsible Officer of the Trustee shall have received written notice thereof from the Holders, the holders of any Guarantor Senior Debt or the Guarantor (as provided in Section 15.10 below), then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Company Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Company Guarantor Senior Indebtedness Debt in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Guarantor Senior Indebtedness. (3) Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 XI shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.Section

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect Cash Equivalents, or such payment duly provided for to the satisfaction of all Company the holders of the Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cashis made on account of any Obligations on the Securities, property or securities (including for the acquisition of any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of for cash or property or otherwise. Upon any other indebtedness of the Company subordinated in right of payment to the Securities)such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receiveliquidation, for application to the payment thereofreorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect or the Trustee under this Indenture would be entitled (other than any payments of any other indebtedness fees and expenses of the Company subordinated in right of payment to Trustee and any indemnity made under Section 7.07), except for the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashprovisions hereof, then and in such event such payment or distribution shall be paid over by the Company or delivered forthwith to the Bankruptcy Custodian by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution of assets distribution, or by the Holders of the Company Securities or by the Trustee under this Indenture if received by them, 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 Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy any Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities or coupons appertaining thereto are entitled to receive any payment or distribution Securities Payment (other than a Securities Payment in the form of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Permitted Junior Securities), on account of the Securities, and to that end the holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Securities Payment (other than any Securities Payment in the form of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwisePermitted Junior Securities), which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) . In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security shall have received any payment or distribution Securities Payment (other than any Securities Payment in the form of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Permitted Junior Securities) before all Company Senior Indebtedness is paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if the Trustee or such Holder, as the case may be, shall, at or prior to the time of such Securities Payment have actual knowledge of such fact, then and in each such event event, such payment or distribution Securities Payment shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 Eight shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due on or to become due on or Senior Indebtedness (including interest after the commencement of such proceeding at the rate specified in respect of all Company the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the SecuritiesNote Obligations; (ii) any direct or indirect payment or distribution of Properties of the Company of any kind or character, and whether in cash, property or securities (excluding Permitted Junior Securities of the Company), by set-off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article XIII 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, 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, by set-set off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull in cash or Cash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Securities of 107 116 the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness.; (3iv) to the extent any payment of or distribution in respect of Senior Indebtedness (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance, fraudulent transfer or similar law, then if such payment or distribution 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 payments had not occurred; and (v) to the extent that the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance, fraudulent transfer or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets Properties substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article 8 VII hereof shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person corporation formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person corporation which acquires by conveyance conveyance, transfer or transfer lease such properties and assets Properties substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. No payment by the Company on account of principal of (1premium, if any) In or interest on the Securities of any series (or any Coupons appertaining thereto) shall be made if any default or event of default with respect to any Superior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a Bankruptcy Proceedingtrustee on their behalf) to accelerate the maturity thereof, then shall have occurred and in any such event be continuing and the Company and the Trustee shall have received written notice thereof from the holders of Company Senior Indebtedness shall be entitled to receive payment at least 10% in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution principal amount of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect category of any other indebtedness Superior 1ndebtedness (or the representative or trustee of such holders) or the Company subordinated in right of payment Trustee shall have received written notice thereof from the Company. In the event that any Securities or any series (or any Coupons appertaining thereto) are declared due and payable before the date specified therein as the fixed date on which the principal thereof is due and payable pursuant to the Securities)Article Five, on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (and premium, if any) and interest due or to become due upon all Superior Indebtedness shall first be paid in full before any Holders of Securities, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by set-off a plan of -127- 138 reorganization or otherwisereadjustment, the payment of which is subordinated, at least to the same extent as the Securities of any series (or any Coupons appertaining thereto), to the payment of all Superior Indebtedness which may at the time be payable outstanding, provided that the rights of the holders of the Superior Indebtedness are not altered by such reorganization or deliverable readjustment) so paid or distributed in respect of the Securities of any series (or any Coupons appertaining thereto) (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Securities of any series (or any Coupons appertaining thereto), to the payment of all Superior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Superior Indebtedness are not altered by such Bankruptcy Proceeding. (2) In reorganization or readjustment), to which any Holder of Securities or the event thatTrustee would be entitled, notwithstanding except for the foregoing provisions of this Section, 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 any Holder of Securities or the Trustee if received by them or it, directly to the holders of Superior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Superior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Superior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Superior Indebtedness, before any payment or distribution is made to the Holders of Securities or to the Trustee. No holder of Superior Indebtedness shall be prejudiced in his right to enforce subordination of the Securities of any series (or any Coupons appertaining Without notice to or the consent of any Holder of Securities or the Trustee the holders of Superior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Superior Indebtedness, or amend or supplement in any manner any instrument evidencing the Superior Indebtedness, any agreement pursuant to which the Superior Indebtedness was issued or incurred or any instrument securing or relating to the Superior Indebtedness; release any person liable in any manner for the payment or collection of the Superior Indebtedness; exercise or refrain from exercising any rights in respect of the Superior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the Superior Indebtedness; or accept or release any security for the Superior Indebtedness. Subject to the payment in full of all Superior Indebtedness, the Holders of Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which, by its express terms, ranks on a parity with the Securities of any series (or any Coupons appertaining thereto) and is entitled to like rights of subrogation) to the rights of the holders of Superior Indebtedness to receive payments or distribution assets of the Company applicable to the Superior Indebtedness until the Securities of any series (or any Coupons appertaining thereto) shall be paid in full. For purposes of such subrogation, no payments or distributions on the Superior Indebtedness pursuant to this Section 11.2shall, as between the Company, its creditors other than the holders of Superior Indebtedness, and the holders of the Securities of any series (or any Coupons appertaining thereto), be deemed to be a payment by the Company to or on account of the Superior Indebtedness, and no payments or distributions to the -129- 140 Trustee or the Holders of the Securities of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Superior Indebtedness, and the Holders of the Securities, be deemed to be a payment to or on account of the Securities of any series (or any Coupons appertaining thereto). The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of Superior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Securities of any series (or any Coupons appertaining thereto) is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Securities of any series (or any Coupons appertaining thereto) and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of Superior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security shall have received any payment or distribution from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of any kind or character whether the holders of Superior Indebtedness in respect of cash, property or securities (including of the Company otherwise payable or delivered to the Trustee or any Holder of Securities upon the exercise of any such remedy. Upon any payment or distribution pursuant to this Section, the Trustee and any Holder of Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 701, and any Holder of Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any Holder of Securities, for the purpose of ascertaining the persons entitled to participate in such -130- 141 payment or distribution, the holders of the Superior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed therein and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Superior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may be payable request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Superior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or deliverable distribution, and as to other Facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Securities of any series (or any Coupons appertaining thereto), shall prevent (a) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Securities of any series (or any Coupons appertaining thereto) if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any Holder of Securities of moneys in connection with a redemption of Securities of any series if (i) notice of such redemption has been given to the Holders of the Securities made in respect of any other indebtedness to be redeemed pursuant to Article Eleven prior to the receipt by the Trustee of the Company subordinated written notice referred to in right Section 1404 and (ii) such notice of payment to redemption is given not earlier than 60 days before the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided date fixed for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtednessredemption. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Guarantor (1) In the event of each such event, if any, herein sometimes referred to as a Bankruptcy “Guarantor Proceeding”), then and in any such event the holders of Company Senior Guarantor Indebtedness shall be entitled to receive payment in full of all amounts due on Allocable Amounts of such Guarantor Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to become due on or in respect the holders of all Company Senior Guarantor Indebtedness, before the Holders of the Securities Bonds are entitled to receive or retain any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of under the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company Guarantee of any kind or character, whether in cash, property or securities, on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by set-off the Guarantor or otherwiseany Subsidiary of the Guarantor, which and to that end holders of Guarantor Indebtedness shall be entitled to receive, for application to the payment of Allocable Amounts, any payment or distribution of any kind or character, whether in cash, property or securities, that may be payable or deliverable in respect of the Securities Guarantee in any such Bankruptcy Guarantor Proceeding. (2) . In the event that, notwithstanding the foregoing provisions of this Section 11.29.2(b), the Trustee or the a Holder of any Security Bonds shall have received any payment or distribution under the Guarantee of assets of the Guarantor of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) securities, before all Company Senior Allocable Amounts of all Guarantor Indebtedness is are paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay Allocable Amounts of all Company Senior Guarantor Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Guarantor Indebtedness. . For purposes of this Section 9.2 only, the words “any payment or distribution under the Guarantee of any kind or character, whether in cash, property or securities” shall not be deemed to include (3i) ADSs (or a corresponding number of ordinary shares of the Guarantor) delivered in accordance with the conversion provisions of the Bonds; and (ii) capital stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Indebtedness to substantially the same extent as the Guarantee is so subordinated as provided in this Section 9.2. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 Eight of the Base Indenture shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Guarantor Proceeding for the purposes of this Section 11.2 9.2(b) if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance merger or transfer, sale comply with the conditions set forth in Article 8Eight of the Base Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company (1) In the event of each such event, if any, herein sometimes referred to as a Bankruptcy "Proceeding"), then and in any such event the holders of Company Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due principal of (and premium, if any) and interest (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt), if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to become due on or in respect the holders of all Company Senior IndebtednessDebt, before the Holders of the Securities Debentures are entitled to receive or retain any payment or distribution of any kind or character character, whether in cash, property or securities Debentures (including any payment or distribution which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Debt of the Company (including the Debentures) subordinated in right of payment to the Securitiespayment of the Debentures, but not including any payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B) or funds on deposit for the redemption of Debentures for which notice of Redemption has been given and the applicable Redemption Date has passed, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities, Debentures or on account of the purchase or other acquisition of Debentures by the Company or any Subsidiary and to that end the holders of Company Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereofthereof any payment or distribution of any kind of character, whether in cash, property or Debentures, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Debentures in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesDebentures, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Junior Subordinated Payment, before all Company Senior Indebtedness Debt is paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness. (3) Debt to substantially the same extent as the Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article 8Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution to creditors of the event Company in a liquidation or dissolution of the Company or in a Bankruptcy Proceedingbankruptcy, then reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshaling of the Company's assets and in any such event liabilities, the holders of Company Senior Indebtedness shall will be entitled to receive payment in full in cash or Marketable Securities of all amounts Obligations due on or to become due on or in respect of all Company such Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, ) before the Holders holders of the Securities are will be entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable with respect to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and until all Obligations with respect to that end Senior Indebtedness are paid in full in cash or Marketable Securities, any distribution to which the holders of Company Securities would be entitled shall be made to the holders of Senior Indebtedness shall be entitled to receive(except that holders of Securities may receive Permitted Junior Securities and payments made from the defeasance trust described under Section 9.04). (b) In the event that, for application to notwithstanding the foregoing provision prohibiting such payment thereofor distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any holder of Securities at a time when such payment or deliverable distribution is prohibited by Section 8.03(a) and before all obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is are paid in full in cash or Marketable Securities, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Marketable Securities after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3) . 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 conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding- up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 8.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution of the event Company's assets in connection with any dissolution, winding up, liquidation or reorganization of a Bankruptcy Proceedingthe Company, then and whether voluntary or involuntary, in any proceeding under any Bankruptcy Law (each such event event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Indebtedness (including all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be paid in full in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company such Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character; and (ii) any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of Company's assets of the Company of any kind or character, whether in cash, property securities or securities, by set-off or otherwiseother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness before any such Bankruptcy Proceedingpayment or distribution is made to the Holders of the Securities. (2b) In the event that, that notwithstanding the foregoing subordination provisions set forth herein, any payment or distribution of this assets of any kind or character is made on the Securities at a time when the respective payment is not permitted to be made as a result of the subordination provisions described in Section 11.210.2(a) and before all Senior Indebtedness is paid in full in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, the Trustee or the Holder Holders of any Security the Securities receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Indebtedness and shall have received hold such amounts in trust for the benefit of the holders of the Senior Indebtedness until such amounts are paid over. (c) For the purposes of this Article 10 only, the words "any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may character" shall not be payable or deliverable deemed to Holders include shares of the Securities made in respect of any other indebtedness stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to the Securities) before all Company then outstanding Senior Indebtedness is paid to substantially the same extent as the Securities are so subordinated as provided in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) this Article 10. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 4 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 10.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article 84.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect Cash Equivalents, or such payment duly provided for to the satisfaction of all Company the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities is made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of any Obligations on the SecuritiesNotes, and to that end holders or for the acquisition of Company Senior Indebtedness shall be entitled to receiveany of the Notes for cash or property or otherwise. Upon any such dissolution, for application to the payment thereofwinding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, 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 Bankruptcy ProceedingSenior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (2b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be 100 satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five hereof and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article 8Five hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any distribution to creditors of the Guarantors in a liquidation or dissolution of the Guarantors or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Guarantors or their property, an assignment for the benefit of creditors or any marshaling of the assets and liabilities of the Guarantors, (1) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts Obligations due on or to become due on or in respect of all Company such Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding, whether or not allowable as a claim in any such proceeding, at the rate specified in the applicable Guarantor Senior Indebtedness, ) before the Holders of the Securities are pursuant to the Guarantees shall be entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in with respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of Subordinated Note Obligations under the Securities, and (2) until all Obligations with respect to that end Guarantor Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the Holders of Securities pursuant to the Guarantees would be entitled shall be made to holders of Company Guarantor Senior Indebtedness shall be entitled to receiveIndebtedness. (b) In the event that, for application to notwithstanding the foregoing provision prohibiting such payment thereofor distribution, any payment or distribution of assets or securities of the Company Guarantors of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any Holder of Securities at a time when such payment or deliverable distribution is prohibited by Section 12.03(a) and before all Obligations in respect of the Securities Guarantor Senior Indebtedness are paid in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether full in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of the Guarantor Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets of the Company Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company the Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company Guarantor Senior Indebtedness. (3) ; provided that the Trustee shall be entitled to receive from the holders of Guarantor Senior Indebtedness written notice of the amounts owing on the Guarantor Senior Indebtedness. The consolidation of the Company Guarantors with, or the merger of the Company Guarantors with or into, another Person corporation or the liquidation or dissolution of the Company Guarantors following the conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 12.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In count of any Obligations on the event Debentures, or for the acquisition of a Bankruptcy Proceeding, then and in any of the Debentures for cash or property or otherwise. Upon any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on dissolution, winding-up, liquidation, reorganization, receivership or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities Debentures 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 (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 Bankruptcy ProceedingSenior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt. (2b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment 95 -88- of Senior Debt remaining unpaid until all Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior IndebtednessDebt. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article 8Five hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Guarantor, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Guarantor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Guarantor for the benefit of creditors or (d) any other marshaling of the assets of the Guarantor (each such event, if any, herein sometimes referred to as a Bankruptcy "Proceeding"), then and in any such event the holders of Company Guarantor Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due on or to become due on or payable in respect of all Company such Guarantor Senior IndebtednessDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character character, pursuant to the Guarantee or otherwise, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)securities, on account of any Guaranteed Obligations or on account of the Securities, purchase or other acquisition of Securities by the Guarantor or any Subsidiary and to that end the holders of Company Guarantor Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) ; provided, however, that holders of Guarantor Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Guarantor Senior Debt to pay such amounts over to the obligees on trade accounts payable arising in the ordinary course of business. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security shall have received received, in payment of any Guaranteed Obligations, any payment or distribution of assets of the Guarantor or any Subsidiary of the Guarantor of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any securities, but other indebtedness of the Company subordinated in right of payment than payments to the Securities) Trustee pursuant to Section 9.06, before all Company Guarantor Senior Indebtedness Debt is paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, and at or prior to the time of such payment or distribution, a Responsible Officer of the Trustee shall have received written notice thereof from the Holders, the holders of any Guarantor Senior Debt or the Guarantor (as provided in Section 15.10 below), then and in such event such payment or distribution shall be held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Company Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Company Guarantor Senior Indebtedness Debt in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Guarantor Senior Indebtedness. (3) Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XV. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 XI shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Section.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (1) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all amounts due on or to become due on or in respect of all Company 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 whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Subordinated Note 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 securitiessecurities (excluding Permitted Junior Securities 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 bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Securities Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Bankruptcy Proceeding.Senior Indebtedness; and (23) In in the event that, notwithstanding the foregoing provisions of this Section 11.214.2, 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 character, whether in cash, property or securities (including any payment securities, by set off or distribution which may be payable or deliverable to Holders of the Securities made otherwise, in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Senior Subordinated Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof -108- 116 provided for in cashfull, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 8 VIII hereof shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VIII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character , whether in cash, property or securities (other than a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full the form of Permitted Junior 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 amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect of all Company Senior Indebtedness, Cash Equivalents before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether (other than a payment in cashthe form of Permitted Junior Securities) is made on account of any Obligations on or with respect to the Securities, property or securities (including for the acquisition of any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness for cash or property or otherwise; provided, however, that no payment on the Guarantee shall constitute payment on behalf of the Company subordinated in right for purposes of payment to the Securitiesthis Section 11.03(a). Upon any such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receiveliquidation, for application to the payment thereofreorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by set-off 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 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 Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any dimunition (whether pursuant to court decree or otherwise, which may be payable or deliverable in respect including, without limitation, for any of the Securities reasons described in the preceeding sentence) of the Company's obligation to make any distribution or payment pursuant to any Senior Indebtedness, except to the extent such Bankruptcy Proceedingdiminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Eleven, with any turnover of payments as otherwise calculated pursuant to this Article Eleven to be made as if no such diminution has occurred. (2c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by Section 11.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior Indebtedness. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any distribution to creditors of any Guarantor in a liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the event Guarantor or its property, an assignment for the benefit of a Bankruptcy Proceedingcreditors or any marshaling of the Guarantor's assets and liabilities, then and in any such event the holders of Company Senior Indebtedness shall of such Guarantor will be entitled to receive payment in full in cash or Marketable Securities of all amounts Obligations due on or to become due on or in respect of all Company the Senior Indebtedness, Indebtedness of such Guarantor (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness of such Guarantor) before the Holders holders of the Securities are Guarantees will be entitled to receive any payment with respect to the Guarantees, and until all Obligations with respect to Senior Indebtedness of such Guarantor are paid in full in cash or Marketable Securities, any distribution to which the holders of any kind or character whether in cashGuarantees would be entitled shall be made to the holders of Senior Indebtedness of such Guarantor (except that holders of Guarantees may receive Permitted Junior Securities and payments made from the defeasance trust). (b) In the event that, property or securities (including any notwithstanding the foregoing provision prohibiting such payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofdistribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, shall be received by set-off the Trustee or otherwise, which may be payable any holder of Securities at a time when such payment or deliverable distribution is prohibited by Section 12.03(a) and before all Obligations in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is of such Guarantor are paid in full in cash or Marketable Securities, or payment thereof provided for in cashfor, then and in such event such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered forthwith to, the holders of the Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of such Guarantor held by such holders) or their respective representatives, or to the Bankruptcy Custodian trustee or other Person making payment trustees or distribution agent or agents under any indenture pursuant to which any of assets Senior Indebtedness of the Company such Guarantor may have been issued, as their respective interests may appear, for application to the payment of all Company the Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay unpaid until all Company Senior Indebtedness of such Guarantor has been paid in full in cash or Marketable Securities after giving effect to any prior or concurrent payment payment, distribution or provision therefor to or for the holders of Company Senior Indebtedness. (3) Indebtedness of such Guarantor; provided that the Trustee shall be entitled to receive from the holders of Senior Indebtedness of such Guarantor written notice of the amounts owing on the Senior Indebtedness of such Guarantor. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 12.03 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article 8Five.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Kingsway America, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of Kingsway America, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by Kingsway America for the benefit of creditors or (d) any other marshaling of the assets of Kingsway America (each such event, if any, herein sometimes referred to as a Bankruptcy "Proceeding"), then and in any such event the holders of Company Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due on or to become due on or payable in respect of all Company such Senior IndebtednessDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders holder of the Securities are this Subordinated Note is entitled to receive or retain any payment or distribution of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities)securities, on account of any Subordinated Note Obligations or on account of the Securities, purchase or other acquisition of this Subordinated Note by Kingsway America or any Subsidiary of Kingsway America and to that end the holders of Company Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of this Subordinated Note in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section 2.02, Kingsway America or any Subsidiary of Kingsway America shall make any payment or distribution in payment of any Subordinated Note Obligations hereunder to the holder of this Subordinated Note before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and in such event such payment or distribution shall be held in trust for and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of Kingsway America for application to the Company payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of Kingsway America as reorganized or readjusted, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment of Kingsway America or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness corporation provided for by a plan of the Company reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the Securities) before all Company Senior Indebtedness same extent as this Subordinated Note is paid in full or payment thereof so subordinated as provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior Indebtedness. (3) herein. The consolidation of the Company Kingsway America with, or the merger of the Company Kingsway America into, another Person or the liquidation or dissolution of the Company Kingsway America following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of Kingsway America following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 Section 11.02 of the Indenture applicable to the Guarantor shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Section.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due on or to become due on or Senior Indebtedness (including interest after the commencement of such proceeding at the rate specified in respect of all Company the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the SecuritiesNote Obligations; (ii) any direct or indirect payment or distribution of Properties of the Company of any kind or character, and whether in cash, property or securities (excluding Permitted Junior Securities of the Company), by set- off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article XIII 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, 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, by set-set off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull in cash or Cash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness.; (3iv) to the extent any payment of or distribution in respect of Senior Indebtedness (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance, fraudulent transfer or similar law, then if such payment or distribution 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 payments had not occurred; and (v) to the extent that the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance, fraudulent transfer or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets Properties substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article 8 VII hereof shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person corporation formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person corporation which acquires by conveyance conveyance, transfer or transfer lease such properties and assets Properties substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding(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 Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company 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 whether in cash, property or securities (including any under the Guarantees. Any payment or distribution which may be payable or deliverable to Holders of under the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or characterGuarantees, whether in cash, property or securities, by set-off or otherwise, which may would otherwise (but for these provisions) be payable or deliverable in respect of the Securities Guarantees shall be paid and delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. Upon the occurrence of any such Bankruptcy Proceeding. of the events described in clauses (2a), (b) In or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Guarantor of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) securities, before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or 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 8 Nine shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshaling of assets and liabilities of the Guarantor for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article 8Nine.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company Issuer to creditors of any kind or character, whether in cash, property or securities, by set-off in connection with any dissolution or otherwise, which may be payable winding up or deliverable in respect total or partial liquidation or reorganization of the Securities Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the notes or on account of the purchase or redemption or other acquisition of the Notes by the Issuer or any of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or the Holder of any Note receives any payment or distribution of the Issuer’s assets of any kind or character (excluding shares of Issuer’s common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such Bankruptcy Proceedingpayment or distribution will be required to be paid over or delivered forthwith to the trustee in bankruptcy or other Person making payment or distribution of our assets for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in full. (2b) To the extent any payment of Senior Debt of the Issuer (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 Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2provision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer of any kind or character character, whether in cash, property or securities (including securities, shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable to Holders of the Securities made is prohibited by Section 15.3(a) and before all obligations in respect of any other indebtedness Senior Debt of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is Issuer are paid in full full, in cash or payment thereof provided for in cashcash equivalents, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the Bankruptcy Custodian trustee or other Person making payment or distribution of assets trustees under any indenture pursuant to which any such Senior Debt of the Company Issuer may have been issued, as their respective interests appear, for application to the payment of Senior Debt of the Issuer remaining unpaid until all Company such Senior Indebtedness remaining unpaidDebt of the Issuer has been paid in full, to the extent necessary to pay all Company Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior IndebtednessDebt of the Issuer. (3d) 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 conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets as an entirety to another Person upon the terms and conditions set forth provided in Article 8 VII hereof shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 15.3 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article 8VII hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy any Insolvency or Liquidation Proceeding, then (1) all Senior Indebtedness under or with respect to the Credit Agreement and (2) all amounts payable in respect of any such event other Senior Indebtedness shall first be paid in full before the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities Notes are entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the excluding Reorganization Securities), ) on account of principal of or interest on the Securities, and to that end Notes. (b) The holders of Company Senior Indebtedness or their respective Representatives shall be entitled to receivereceive directly, for application to the payment thereofthereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), in the following order of priority, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Reorganization Securities but including any payment or distribution, except Reorganization Securities, which may be payable or deliverable by set-off or otherwise, reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) which may be payable or deliverable in respect of the Securities Notes in any such Bankruptcy Insolvency or Liquidation Proceeding: first, so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, to the holders of such Senior Indebtedness (pro rata on the basis of the respective amounts of such Senior Indebtedness held by them) or their Representatives; and, second, if and only if all Senior Indebtedness under or with respect to the Credit Agreement is paid in full, to the holders of any other Senior Indebtedness (pro rata on the basis of the respective amounts of such other Senior Indebtedness held by them) or their respective Representatives. (2c) In the event that, notwithstanding the foregoing provisions of this Section 11.27.2, the Trustee or the Holder holder of any Security Note shall have received any payment from or distribution of assets of the Company or the estate created by the commencement of any such Insolvency or Liquidation Proceeding, of any kind or character in respect of the Notes, whether in cash, property or securities (excluding Reorganization Securities but including any payment or distribution distribution, except Reorganization Securities, which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Indebtedness of the Company being subordinated in right of payment to the Securitiespayment of the Notes) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets holders of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidunpaid or their Representative, to the extent necessary to pay all Company such Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to or for the holders of Company such Senior Indebtedness, for application to the payment in full of such Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

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 an Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of an Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities Any Securities Payments to which the Trustee or the Holders would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such Securities Payment, whether a Bankruptcy Proceedingtrustee in bankruptcy, then and in any such event a receiver or otherwise, directly to the holders of Company Senior Indebtedness shall be entitled Debt or their representative or representatives or to receive any trustee or agent under any indenture or other agreement evidencing or governing any such Senior Debt, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each of them, to the extent necessary to make payment in full of all amounts due on or Senior Debt remaining unpaid, after giving effect to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any concurrent payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securitiesholders of such Senior Debt. As used in this Article, the phrase "payment in full" (or any similar phrase), on account of the Securities, and when used to that end holders of Company Senior Indebtedness shall be entitled to receive, for application refer to the payment thereofof Senior Debt, any shall mean payment or distribution of assets in full of the Company aggregate amount of such Senior Debt in cash or cash equivalents or any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect other manner acceptable to the holders of the Securities in any such Bankruptcy Proceeding. (2) Senior Debt. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Payment before all Company Senior Indebtedness Debt is paid in full or payment thereof provided for in cashcash or cash equivalents or any other manner acceptable to the holders of such Senior Debt, then and in such event such payment or distribution Securities Payment shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Issuer for application to the payment of all Company Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior IndebtednessDebt. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Subordinated Debt Securities in the event of a Bankruptcy Proceeding, then and in any such event Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company such Senior Indebtedness, or provision must be made for such payment, before the Holders of the Subordinated Debt Securities are entitled to receive any direct or indirect payment or distribution of any kind or character character, whether in cash, property or securities (including other than Permitted Junior Securities or from any payment defeasance trust created pursuant to Article XI hereto) on account of principal of (or distribution which may be payable premium, if any, on) or deliverable to Holders of interest on the Subordinated Debt Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), or on account of the purchase or redemption or other acquisition of Subordinated Debt Securities; and (ii) any direct or indirect payment or distribution of 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 Securities or from any defeasance trust created pursuant to Article XI hereto), by set-off or otherwise, to which the Holders of Subordinated Debt Securities or the Trustee, on behalf of the Holders of Subordinated Debt Securities, and would be entitled but for the provisions of this Article XII 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 that end the holders of Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 12.02, the Trustee or the Holder of any Subordinated Debt 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, by set-off or otherwise, which may be payable or deliverable in respect of principal of (and premium, if any, on) or interest on the Subordinated Debt Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities or from any defeasance trust created pursuant to Article XI hereto) shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment holders of all Company Senior Indebtedness remaining unpaid, or their representatives, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale, assignment, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties and assets 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 8 X hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant prerequisite to any Bankruptcy Law payments being made to the Holders of Subordinated Debt Securities) for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 812.02.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, by set-off to creditors upon any total or otherwisepartial liquidation, which may dissolution, winding up, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall first be payable paid in full in cash or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event thatCash Equivalents, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received before any payment or distribution of any kind or character is made on account of any Obligations on the Notes or any of the Obligations of such Guarantor on its Guarantee, or for the acquisition of any of the Notes for cash or property or otherwise; and until all such Obligations with respect to all Guarantor Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Debt as their interests may appear. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities 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 such Guarantor 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 Guarantor Senior Debt of such Guarantor (including pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of such Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect assets of such Guarantor of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full kind or payment thereof provided for character, whether in cash, then and in property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the Bankruptcy Custodian trustee or other Person making payment or distribution trustees under any indenture pursuant to which any of assets of the Company such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all Company such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Guarantor Senior IndebtednessDebt. (3d) The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Section 11.06 and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article 8Section 11.06.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Indebtedness shall first be paid in full in cash or in respect Cash Equivalents, or such payment duly provided for to the satisfaction of all Company the holders of the Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cashis made on account of any Obligations on the Securities, property or securities (including for the acquisition of any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of for cash or property or otherwise. Upon any other indebtedness of the Company subordinated in right of payment to the Securities)such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receiveliquidation, for application to the payment thereofreorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect or the Trustee under this Indenture would be entitled (other than any payments of any other indebtedness fees and expenses of the Company subordinated in right of payment to Trustee and any indemnity made under Section 7.07), except for the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashprovisions hereof, then and in such event such payment or distribution shall be paid over by the Company or delivered forthwith to the Bankruptcy Custodian by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution of assets distribution, or by the Holders of the Company Securities or by the Trustee under this Indenture if received by them, 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 Company Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all Company such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company Senior Indebtedness. (3b) The consolidation To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entiretyCompany, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.aside or

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy any Insolvency or Liquidation Proceeding, (1) all Senior Indebtedness under or with respect to the Senior Agreement and (2) all amounts then and payable in respect of any such event the holders of Company other Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders holder of the Securities are Note is entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment excluding Reorganization Securities) on account of principal of (or distribution which may be payable premium, if any) or deliverable to Holders of interest on the Securities made in respect Note or of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end Subordinated Indebtedness. (b) The holders of Company Senior Indebtedness Indebtedness, or their Representatives, shall be entitled to receivereceive (pro rata on the basis of the respective amounts of such Senior Indebtedness held by them) directly, for application to the payment thereofthereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Reorganization Securities but including any payment or distribution, except Reorganization Securities, which may be payable or deliverable by set-off or otherwise, reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Note) which may be payable or deliverable in respect of the Securities Note in any such Bankruptcy insolvency or Liquidation Proceeding. (2c) In the event that, notwithstanding the foregoing provisions of this Section 11.28.2, the Trustee or the Holder any holder of any Security Subordinated Indebtedness shall have received any payment from or distribution of assets of the Company or the estate created by the commencement of any such insolvency or Liquidation Proceeding, of any kind or character in respect of the Note, whether in cash, property or securities (excluding Reorganization Securities but including any payment or distribution distribution, except Reorganization Securities, which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Indebtedness of the Company being subordinated in right of payment to the Securitiespayment of the Note) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered forthwith over, to the Bankruptcy Custodian holders (or other Person making payment or distribution of assets their Representatives) of the Company for application to the payment of all Company Senior Indebtedness (pro rata on the basis of the respective amounts of such Senior Indebtedness held by them) remaining unpaid, to the extent necessary to pay all Company such Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to or for the holders (or their Representatives) of Company such Senior Indebtedness, for application to the payment in full of such Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, by setto creditors upon any liquidation, dissolution, winding-off up, reorganization, assignment for the benefit of creditors or otherwisemarshalling of assets of such Guarantor, which may be payable or deliverable in respect a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations (including interest accruing after the commencement date of the Securities any such proceeding whether or not allowable as a claim in any such Bankruptcy Proceeding. (2proceeding) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee due or the Holder of any Security to become due upon all Guarantor Senior Debt shall have received 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 any of the Obligations of such Guarantor on its Guarantee, 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 Securities and payments made from the trust described under Article Eight); and until all such Obligations with respect to all Guarantor Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Debt as their interests may appear (except that Holders of 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 similar proceeding or assignment for the benefit of creditors or marshalling of assets, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities 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 such Guarantor 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 Guarantor Senior Debt (including pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt (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 Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, 100 -93- insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect assets of a Guarantor of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full kind or payment thereof provided for character, whether in cash, then and in property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 11.11(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the Bankruptcy Custodian trustee or other Person making payment or distribution trustees under any indenture pursuant to which any of assets of the Company such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all Company such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Guarantor Senior IndebtednessDebt. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due on or to become due on or Senior Indebtedness (including interest after the commencement of such proceeding at the rate specified in respect of all Company the applicable Senior 105 Indebtedness, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of the Securities are entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the SecuritiesNote Obligations; (ii) any direct or indirect payment or distribution of properties or assets of the Company of any kind or character, and whether in cash, property or securities (excluding Permitted Junior Securities of the Company), by set-off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article XIII 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, 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, by set-set off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Note Obligations before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness.; (3iv) to the extent any payment of or distribution in respect of Senior Indebtedness (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution 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 payments had not occurred; and (v) to the extent that the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 8 VII hereof shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VII hereof to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of the Guarantor to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of the Guarantor (1) In the event of each such event, if any, herein sometimes referred to as a Bankruptcy Proceeding"PROCEEDING"), then and in any such event the holders of Company Senior Indebtedness Guarantor Liabilities shall be entitled to receive payment in full of all amounts due principal of (and premium, if any) and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Guarantor Liability), if any, on such Guarantor Liabilities, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to become due on or in respect the holders of all Company Senior IndebtednessGuarantor Liabilities, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, whether in cash, property or securities (including except for any payment or distribution which may be payable or deliverable Guarantee Payments that are due based upon funds deposited pursuant to Holders Section 4.1(a)(ii)(B) of the Securities made in respect Indenture or funds deposited for the redemption of any other indebtedness Series A Debentures for which notice of redemption has been given and the Company subordinated in right of payment to the Securitiesapplicable Redemption Date has passed), on account of the Securities, and to that end the holders of Company Senior Indebtedness Guarantor Liabilities shall be entitled to receive, for application to the payment thereof, thereof any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities Guarantee Payments in any such Bankruptcy Proceeding. (2) . In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Guarantor of any kind or character whether in cash, property or securities (including any is made at a time when the respective payment or distribution which may is not permitted to be payable or deliverable to Holders made as a result of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) subordination provisions described above and before all Company Senior Indebtedness is Guarantor Liabilities are paid in full or payment thereof is provided for in cashcash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Liabilities, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Guarantee Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Company Senior Indebtedness Guarantor Liabilities remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Guarantor Liabilities in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) Guarantor Liabilities. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Guarantor, as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Liabilities to substantially the same extent as the Guarantee Payments are so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 of the Indenture shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law Proceeding for the purposes of this Section 11.2 Section, if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfersale, comply with the conditions set forth in Article 88 of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In the event of a Bankruptcy Proceeding, then and in any such event an Insolvency or Liquidation Proceeding with respect to the Company: (i) holders of Company all Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due on or to become due on or Senior Indebtedness (including interest after the commencement of such proceeding at the rate specified in respect of all Company the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of the Securities are entitled to receive any payment direct or indirect payment, purchase or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders excluding Permitted Junior Securities of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), Company) on account of the Securities; (ii) any direct or indirect payment or distribution of properties or assets of the Company of any kind or character, and whether in cash, property or securities (excluding Permitted Junior Securities of the Company), by set-off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article XIII 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 Company Senior Indebtedness shall be entitled to receive, for application or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereofin full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; (iii) in the event that, notwithstanding the foregoing provisions of this Section 13.2, 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, by set-set off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) Security before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (excluding Permitted Junior Securities of the Company) shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness.; (3iv) to the extent any payment of or distribution in respect of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution 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 payments had not occurred; and (v) to the extent that the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 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 conveyance conveyance, transfer or transfer of all or substantially all lease of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 8 VII shall not be deemed a insolvencydissolution, case, proceeding, receivershipwinding-up, liquidation, reorganization, liquidation, dissolution, winding up assignment for the benefit of creditors or other similar case pursuant to any Bankruptcy Law marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 Article if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article 8VII to the extent applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon ----------------------------------------------- any payment or distribution of assets of the event Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of a Bankruptcy Proceedingcreditors, then marshaling of assets and in liabilities or any such event bankruptcy, insolvency or similar proceedings of the Company, the holders of Company Senior Indebtedness shall of the Company will be entitled to receive payment in full of all amounts principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due on or to become due on all such Senior Indebtedness, or provision will be made for payment in respect cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of all Company such Senior Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character whether Notes Payments other than payments in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Permitted Junior Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) . In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness Notes Payment before all Senior Indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashcash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, then and in such event such payment or distribution Notes Payment shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution holders of assets of the Company Senior Indebtedness for application to the payment of all Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company such Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company such Senior Indebtedness. (3) . 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 VIII shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of fall within this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (1) of the Issuer. In the event of a Bankruptcy Proceedingany insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Issuer or to its creditors, as such, or to its property, and in the event of any voluntary liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, Indebtedness before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of principal of or interest on the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, receive any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in any such case or proceeding in respect of the Securities Securities, except securities of the Issuer which are subordinate and subject in any such Bankruptcy Proceeding. (2) right of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) than as aforesaid), before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfor, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of assets or securities of the Company Issuer for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. . In the event that any Securities are declared due and payable before their final maturity because of the occurrence of an Event of Default (3) under circumstances when the provisions of the foregoing paragraph shall not be applicable), the holders of the Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article 8 Eight shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Eight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06.

Payment Over of Proceeds Upon Dissolution, Etc. (1i) In the event of a Bankruptcy any Insolvency or Liquidation Proceeding, then and in any such event the holders of Company all Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are Holder is entitled to receive any direct or indirect payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the excluding Reorganization Securities), ) on account of the Securities, and to that end principal of or interest on this Debenture. (ii) The holders of Company Senior Indebtedness (or their respective Representatives) shall be entitled to receivereceive directly, for application to the payment thereofthereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Reorganization Securities but including any payment or distribution, except Reorganization Securities, which may be payable or deliverable by set-off or otherwise, reason of the payment of any other Indebtedness of the Company being subordinated to the payment of this Debenture) which may be payable or deliverable in respect of the Securities this Debenture in any such Bankruptcy Insolvency or Liquidation Proceeding. (2iii) In the event that, notwithstanding the foregoing provisions of this Section 11.23, the Trustee or the Holder of any Security shall have received any payment from or distribution of assets of the Company in an Insolvency or Liquidation Proceeding or the estate created by the commencement of any such Insolvency or Liquidation Proceeding, of any kind or character in respect of this Debenture whether in cash, property or securities (excluding Reorganization Securities but including any payment or distribution distribution, except Reorganization Securities, which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Indebtedness of the Company being subordinated in right of payment to the Securitiespayment of this Debenture) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets holders of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidunpaid (or their respective Representatives), to the extent necessary to pay all Company such Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to or for the holders of Company such Senior Indebtedness, for application to the payment in full of such Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Following the event occurrence of any liquidation, dissolution, reorganization or winding-up of the Maker, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceeding relative to the Maker or a Bankruptcy Proceedingsubstantial part of its property, then and in any such event the holders of Company all Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due on or to become due on or in respect of all Company Senior before any payment is made upon any Subordinated Indebtedness, before the Holders of the Securities are entitled to receive and any payment or distribution of any kind or character kind, whether in cash, property or securities (including other than in securities or other evidences of indebtedness, the payment of which is subordinated to the payment of all Senior Indebtedness which may at the time be outstanding on the same or substantially similar terms as set forth herein), which shall be made upon or in respect of the Subordinated Indebtedness shall be paid to the holders of such Senior Indebtedness, or to any agents or trustees on their behalf (the "Senior Creditors") for application in payment thereof in accordance with the priorities then existing among the Senior Creditors unless and until such Senior Indebtedness shall have been paid or satisfied in full, and the Holder hereby irrevocably authorizes the Senior Creditors, as attorney-in-fact for such ▇▇▇▇▇▇, (a) to vote any claim or proof of claim in such proceedings in respect of the Subordinated Indebtedness, (b) to file or prove any claim in such proceedings in respect of the Subordinated Indebtedness, (c) to demand, sue for, collect and receive any such payment or distribution, (d) to apply such payment or distribution which to the payment of the then unpaid Senior Indebtedness, in accordance with the priorities then existing among the Senior Creditors, and (e) to take such other action (including acceptance or rejection of any plan of reorganization) in the name of the Holder or of the relevant Senior Creditors as the Senior Creditors, or any of them, may deem necessary or advisable for the enforcement of the provisions hereof; provided, however that the Senior Creditors shall not be authorized under this Section 3 to take any action that releases, reduces or otherwise shall adversely affect the Holder's rights against the Maker arising hereunder or that asserts or acknowledges any right of the Maker or its estate to set off or recoupment against any amount due hereunder or any right to recover from Holder any payments previously made hereunder as preferences or otherwise. The Holder shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or other instruments, and take such other actions, as may be payable or deliverable requested by any Senior Creditors in order to Holders enable such to accomplish any of the Securities made foregoing, but only with respect to the Holder's capacity as a holder hereof and not in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, which may be payable or deliverable in respect of the Securities in any such Bankruptcy Proceeding. (2) In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or relationship between the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of and the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Company Senior IndebtednessMaker. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1) In Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Notes in the event of a Bankruptcy Proceeding, then and in any such event Insolvency or Liquidation Proceeding with respect to the Company: (a) the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company such Senior Indebtedness, or provision must be made for such payment, before the Holders of the Securities Notes are entitled to receive any direct or indirect payment or distribution of any kind or character character, whether in cash, property or securities Notes (including any payment other than Permitted Junior Notes) on account of principal of or distribution which may be payable interest on the Notes or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders purchase or redemption or other acquisition of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Notes; and (b) any direct or indirect payment or distribution of assets Properties of the Company of any kind or character, whether in cash, property or securitiesNotes (other than a payment or distribution in the form of Permitted Junior Notes), by set-off or otherwise, to which may be payable the Holders or deliverable in respect the Trustee, on behalf of the Securities Holders, would be entitled but for the provisions of this Article shall be paid by the Company or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Bankruptcy Proceeding.Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (2c) In in the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of Properties of the Company of any kind or character character, whether in cash, property or securities (including any payment Notes, by set-off or distribution which may be payable or deliverable to Holders of the Securities made otherwise, in respect of any other indebtedness principal of or interest on the Company subordinated in right of payment to the Securities) Notes before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution (other than a payment or distribution in the form of Permitted Junior Notes) shall be received and held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Company Senior Indebtedness remaining unpaidCompany, to the extent necessary to pay all Company Senior Indebtedness in full in cash full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. (3) . The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale, assignment, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties and assets 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 8 Eight hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant prerequisite to any Bankruptcy Law payments being made to the Holders) for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8Section.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In Upon any payment or distribution of assets of the event Company of any kind or character, whether in cash, property, or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a Bankruptcy Proceedingbankruptcy, then and in any such event reorganization, insolvency, receivership or other similar proceeding relating to the holders of Company Senior Indebtedness shall be entitled to receive payment in full of or its property, whether voluntary or involuntary, all amounts Obligations due on or to become due on upon all Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in respect of all Company the applicable Senior IndebtednessDebt, whether or not such interest is an allowed claim in any such proceeding), before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities is made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of any Obligations on, or with respect to, the SecuritiesNotes, and to that end holders or for the acquisition of Company Senior Indebtedness shall be entitled to receiveany of the Notes for cash or property or otherwise. Upon any such dissolution, for application to the payment thereofwinding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, 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 set-off 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 (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 Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefore to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, which may be payable or deliverable in respect including without limitation for any of the Securities reasons described in the preceding paragraph) of the Company's obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such Bankruptcy Proceedingdiminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article X, with any turnover of payments as otherwise calculated pursuant to this Article X to be made as if no such diminution has occurred. (2c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (PRO RATA to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefore to or for the holders of Company such Senior IndebtednessDebt. (3d) 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 conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article 8Five hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (1i) In the event of a any Bankruptcy ProceedingEvent, then and all Senior Indebtedness shall first be paid in full before the Holder is entitled to receive any such event direct or indirect payment or distribution of any cash, property or securities (excluding Reorganization Securities) on account of the principal of or interest on this Debenture. (ii) The holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities), on account of the Securities, and to that end holders of Company Senior Indebtedness shall be entitled to receivedirectly, for application to the payment thereofthereof (to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Indebtedness), any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Reorganization Securities but including any payment or distribution, except Reorganization Securities, which may be payable or deliverable by set-off or otherwise, reason of the payment of any other Indebtedness of the Company being subordinated to the payment of this Debenture) which may be payable or deliverable in respect of the Securities this Debenture in any such connection with a Bankruptcy ProceedingEvent. (2iii) In the event that, notwithstanding the foregoing provisions of this Section 11.23, the Trustee or the Holder of any Security shall have received any payment from or distribution of assets of the Company in connection with a Bankruptcy Event or the estate created by the commencement of any such Bankruptcy Event, of any kind or character in respect of this Debenture whether in cash, property or securities (excluding Reorganization Securities but including any payment or distribution distribution, except Reorganization Securities, which may be payable or deliverable to Holders by reason of the Securities made in respect payment of any other indebtedness Indebtedness of the Company being subordinated in right of payment to the Securitiespayment of this Debenture) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cashfull, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets holders of the Company for application to the payment of all Company Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company such Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to or for the holders of Company such Senior Indebtedness, for application to the payment in full of such Senior Indebtedness. (3) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. (1a) In the event of a Bankruptcy Proceeding, then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Company Senior Indebtedness, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets of the Company of any kind or character character, whether in cash, property or securities (including securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations 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 which may be payable is made on account of any Obligations on the Securities, or deliverable to Holders for the acquisition of any of the Securities made in respect of for cash or property or otherwise. Upon any other indebtedness of the Company subordinated in right of payment to the Securities)such dissolution, on account of the Securitieswinding-up, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofliquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities 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 Bankruptcy ProceedingSenior Debt may have been issued, as their respective interests may appear for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt. (2b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other indebtedness of the Company subordinated in right of payment to the Securities) before all Company Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the Bankruptcy Custodian or other Person making payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all Company such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Company Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or provision therefor to or for the holders of Company such Senior IndebtednessDebt. Notwithstanding the foregoing, the provisions of this Section 10.03(c) shall not apply to the amounts subject to the lien of the Trustee pursuant to Section 7.07 hereof, which amounts shall be paid directly to the Trustee. (3d) For purposes of this Article Ten, the words “cash, property or securities” shall not be deemed to include securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Debt and to the payment of all securities issued in exchange therefor to the holders of Senior Debt at the time outstanding; provided that with respect to securities of any other corporation, such securities shall only be excluded from the operation of this Article Ten if the plan of reorganization or readjustment has been approved by the holders of at least a majority in principal amount of the indebtedness then outstanding under the Credit Agreement and by the holders of at least a majority in principal amount of any other Designated Senior Debt then outstanding. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 8 Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a insolvency, case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up winding-up, liquidation or other similar case pursuant to any Bankruptcy Law reorganization for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company’s obligations hereunder in accordance with the conditions set forth in Article 8Five hereof.