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

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingproceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, 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 dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding-winding up of the CompanyCompany or its debts, whether voluntary or involuntary and whether or not involving any insolvency or bankruptcybankruptcy or any case or proceeding of any kind, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then then, and in any each such event event, the holders of Senior Indebtedness under any Working Capital Facility shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthIndebtedness under any Working Capital Facility, before the Holders are Company may make, and before any Holder of Securities is entitled to receive or retain, any payment or distribution of any kind or character (whether in cash, property or securities) on account of Principal or repurchase price, if any, of or interest on the NotesSecurities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Senior Indebtedness shall be entitled under any Working Capital Facility (pro rata to receive, for application to each such holder on the payment thereof, basis of the respective amounts of such Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of from the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or prepay in full the Indebtedness under any and all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Working Capital Facilities.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Notes are entitled to receive any payment on account of Principal principal of or repurchase pricepremium, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or Holder of any Holder Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 Notes 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthpayment, before the Holders of the Securities are entitled to receive any payment on account of Principal or repurchase price, if any, principal of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In Upon the occurrence of any of the events described in clauses (a), (b) 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 Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or 51 securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling 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 respective conditions set forth in Article 5Nine.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any ----------------------------------------------- distribution of assets of any Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the any such 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 marshalling of assets and liabilities of the any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a "Distributing Company"), then and in any such event the holders of Senior Indebtedness Collateral Agent shall be entitled to receive receive, for the benefit of the Agent, the Banks and the Noteholders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Senior Loan Documents or the Note Purchase Agreements or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or with in respect to of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders are holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of Principal or repurchase price, if any, the principal of or interest on the Notessuch Intercompany Indebtedness, and to that end end, the holders of Senior Indebtedness Collateral Agent shall be entitled to receive, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event thatIf, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or any Holder a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets of from the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors the Agent, the Banks and the Noteholders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or marshalling held as collateral (in the case of assets and liabilities noncash property or securities) for the payment or prepayment of the Company for Senior Debt in accordance with the purposes terms of the Credit Agreement and the Note Purchase Agreements. The provisions of this Section 11.2 if shall not apply with respect to transactions permitted under Section 8.2(j)(i) or (ii) of the Person formed by such consolidation Credit Agreement or into which Section 10.6(a) of 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 5Note Purchase Agreements.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or 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 creditors, marshaling of assets or any other marshalling of assets and liabilities bankruptcy, insolvency or similar proceedings of the CompanyCompany (each such event herein sometimes referred to as a "Proceeding"), then except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in any such event Article Eight, the holders of Senior Indebtedness shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or with in respect to all of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of any Security of such series or of any coupon appertaining thereto are entitled to receive any payment on account of Principal or repurchase priceprincipal of , and premium, if any, of or interest on the NotesSecurities or on account of the purchase or redemption or other acquisition of Securities by the Company ("Securities Payment"), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, 80 86 property or securities, securities which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.21502, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all the Senior Indebtedness is paid in full or payment thereof provided forfull, then and in such event such payment or distribution distribution, except for amounts subject to the claim granted to the Trustee in Section 606 hereof, shall be held in trust by such recipient for the holders of Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all the Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness. The consolidation For purposes of this Article Fifteen only, the Company withwords "any payment or distribution of any kind or character" and "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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 securities" shall not be deemed to include a dissolution, winding-up, liquidation, reorganization, assignment for the benefit payment or distribution of creditors equity or marshalling of assets and liabilities subordinated securities of the Company provided for the purposes by a plan of this Section 11.2 if the Person formed reorganization or readjustment or of any other corporation provided for by such consolidation plan of reorganization or into which readjustment that, in the Company is merged or case of subordinated securities, are subordinated in right of payment to all then outstanding Senior Indebtedness to at least the Person which acquires by conveyance or transfer such properties and assets substantially same extent as an entiretythe Securities, as the case may be, shall, are so subordinated as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth provided in this Article 5Fifteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive any payment on account of Principal or repurchase price, if any, principal of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or other Obligor or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the CompanyCompany or any other Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyCompany or any other Obligor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Convertible Notes are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of Principal principal of or repurchase pricepremium, if any, of or interest on the NotesConvertible Notes and on account of any amounts due in respect of any Convertible Notes and any payment thereon made or to be made by a Guarantor under its Convertible Note Guarantee, and to that end until the Senior Indebtedness is paid in full the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company or any other Obligor being subordinated to the payment of the Convertible Notes or the Convertible Note Guarantees, as applicable, which may be payable or deliverable in respect of the Convertible Notes or the Convertible Note Guarantees, as applicable, in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up up, assignment for the benefit of creditors or eventother marshalling of assets and liabilities of the Company or any other Obligor. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Convertible Note shall have received any payment or distribution of assets of the Company or any other Obligor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or of a Guarantor being subordinated to the payment of the Convertible Notes or a Convertible Note Guarantee, as applicable, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Trust Officer of the Trustee in writing or such Holder, as the case may be, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company or any other Guarantor for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include securities of the Company or any other Guarantor or other Person as reorganized or readjusted, or securities of the Company or any other Guarantor or any other Person which are Capital Stock or 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 Notes or the Convertible Note Guarantees 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 its properties Properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 5 V shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5V. Similarly, the consolidation of a Guarantor with, or the merger of a Guarantor into, another Person or the liquidation or dissolution of a Guarantor to the extent permitted by this Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of a Guarantor for the purposes of this Section.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of or repurchase price, if any, of any premium or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued 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 with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event, 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. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. 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 Debt 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 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5.and

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, therewith relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of Principal or repurchase price, if any, principal of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company being subordinated to the Notes payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee Agent or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Agent, or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 or reorganization or readjustment the payment of which is for by a plan or reorganization or readjustment the payments of which is subordinated at least to the extent provided in this Article with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person corporation 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Notes are entitled to receive any payment on account of Principal principal of or repurchase pricepremium, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or Holder of any Holder Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 Notes 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-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 marshalling of assets and or liabilities of the CompanyCompany (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under Article VIII), then and in any such event event: (a) after the consummation of the Hilton Distribution, the holders of Senior Indebtedness shall Debt will be entitled to receive payment in full in cash or Cash Equivalents of all amounts due Senior Debt (including interest after the commencement of any bankruptcy, insolvency or to become due on similar proceeding at the rate specified in the applicable Senior Debt, whether or with respect to all Senior Indebtednessnot such interest is an allowed claim in any such proceeding), or provision shall be made for such payment in money or money's worthfull, before the Holders are of Securities will be entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or charactercharacter (other than any payment made pursuant to Article IV from monies or U.S. Government Obligations previously deposited with the Trustee) on account of principal of, whether in cashor premium, property if any, or securitiesinterest on the Securities; and (b) after the consummation of the Hilton Distribution, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than payments made pursuant to Article IV from monies or U.S. Government Obligations previously deposited with the Trustee), before all Senior Indebtedness is paid in full by set-off or payment thereof provided forotherwise, then and in such event such payment to which the Holders of the Securities or distribution shall the Trustee would be held in trust by such recipient and entitled but for the provisions of this Indenture shall be paid over by the liquidating trustee or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of assets Senior Debt or their representative or representatives ratably according to the aggregate amounts remaining unpaid on account of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, Debt to the extent necessary to pay make payment in full of all Senior Indebtedness in fullDebt remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. 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 conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VIII shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the 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 Article 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the CompanyCompany as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, Company then and in any such event event (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, (or provision shall be is made for such payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of any kind or character on account of Principal principal (or repurchase pricepremium, if any, of on) or interest interest, if any, on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, such indebtedness; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the Company by the liquidating trustee or agent or other person making such payment or distribution, which may be payable whether a trustee in bankruptcy, a receiver or deliverable with respect liquidating trustee or otherwise, directly to the Notes representative or representatives of the holders of Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably 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, after giving effect to any concurrent payment or distribution to the holders of such case, proceeding, liquidation, dissolution or other winding up or event. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company as the case may be, is paid in full (or provision therefor is made in money or money's worth), and such fact shall at or prior to the time of such payment thereof provided foror distribution have been made known to the Trustee or such Holder, as the case may be then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over to the representative or delivered forthwith representatives of the holders of such Senior Indebtedness, or to the trustee in bankruptcyor trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, receiverratably as aforesaid, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull (or to provide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company as the case may be, 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase priceprincipal of, if any, of or interest on on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.29.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 9.2 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 5Section 8.14.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Companysuch 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 marshalling marshaling of assets and liabilities of the Companysuch Guarantor, then and in any such event the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for Indebtedness of such payment in money or money's worth, Guarantor before the Holders of the Securities are entitled to receive any payment in respect of such Guarantor's Guarantee, including on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness of such Guarantor shall be entitled to receive, for application to the payment thereofof all Senior Indebtedness of such Guarantor remaining unpaid (to the extent necessary to pay all Senior Indebtedness of such Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness), any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other Indebtedness of such Guarantor being subordinated to the Notes payment of the Guarantee of such Guarantor, which may be payable or deliverable in respect of such Guarantee in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to the payment of the Guarantee of such Guarantor, before all Senior Indebtedness of such Guarantor is paid in full or payment thereof provided forfull, then and in such event such payment or distribution shall be held in trust by any such recipient Holder for the holders of Senior Indebtedness of such Guarantor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee, shall be held by the Trustee in a separate account, and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Guarantor for application in the form received to the payment of all Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of such Guarantor. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale, assignment, conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight of the Indenture shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section 11.2 302 if the Person formed by such consolidation or into which the Company such Guarantor is merged or the Person which acquires by sale, assignment, conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance or transfer, comply with the conditions set forth in Article 5Eight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the NotesDebentures, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes Debentures in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to the any such Company or to its creditors, as such, or to its assets, or or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding-winding up of the any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany such Company (a Company distributing assets as set forth herein being referred to in such capacity as a "DISTRIBUTING COMPANY"), then and in any such event the holders of Senior Indebtedness Agent and the Banks shall be entitled to receive indefeasible payment in full of all amounts due at the time of such event and which are incurred by the Agent and the Banks thereafter which are payable by the Borrower under the Credit Agreement (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or with in respect to of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders are holder of any Subordinated Debt owed by the Distributing Company is entitled to receive any payment on account of Principal or repurchase price, if any, the principal of or interest on the Notessuch Subordinated Debt, and to that end the holders of Senior Indebtedness Agent shall be entitled to receive, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Subordinated Debt owed by the Distributing Company in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5.

Payment Over of Proceeds Upon Dissolution, Etc. In Subject to the rights of the Holders of the Securities pursuant to the Pledge Agreement, upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive (1) payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment (other than Permitted Junior Securities) on account of the Principal Amount, Issue Price, Redemption Price, cash in respect of the Purchase Price, Change in Control Purchase Price or repurchase pricecontingent interest, if any, in respect of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding winding-up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, until, in each case, such Senior Indebtedness is paid in full or payment thereof is duly provided for. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities and except, in each case, for payments made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith by the person holding such funds to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 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 substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up distribution of assets of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment Guarantor for the benefit of creditors creditors, marshaling of assets or any other marshalling of assets and liabilities bankruptcy, insolvency or similar proceedings of the CompanyGuarantor (each such event herein sometimes referred to as a "Guarantor Proceeding"), then except in connection with the consolidation or merger of the Guarantor or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in any such event Article Eight of the Base Indenture, the holders of Guarantor Senior Indebtedness shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or with in respect to all of such Guarantor Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of any Note are entitled to receive any payment on account of Principal or repurchase priceprincipal of, and premium, if any, of or interest on the NotesNotes or on account of the purchase or redemption or other acquisition of Notes by the Guarantor ("Guarantor Securities Payment"), and to that end the holders of Guarantor Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, securities which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, liquidation, dissolution or other winding up or eventGuarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.28.3, the Trustee or the Holder of any Holder Note shall have received any payment or distribution of or assets of the Company Guarantor of any kind or character, whether in cash, property or securities, before all the Guarantor Senior Indebtedness is paid in full or payment thereof provided forfull, then and in such event such payment or distribution shall be held in trust by such recipient for the holders of Guarantor Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company Guarantor for application in the form received to the payment of all the Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Guarantor Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Guarantor Senior Indebtedness. The consolidation For purposes of this Article 8 only, the Company withwords "any payment or distribution of any kind of character" and "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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 securities" shall not be deemed to include a dissolution, winding-up, liquidation, reorganization, assignment for the benefit payment or distribution of creditors equity or marshalling of assets and liabilities subordinated securities of the Company Guarantor provided for the purposes by a plan of this Section 11.2 if the Person formed reorganization or readjustment or of any other corporation provided for by such consolidation plan of reorganization or into which readjustment that, in the Company is merged or case of subordinated securities, are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness to at least the Person which acquires by conveyance or transfer such properties and assets substantially same extent as an entiretythe Notes, as the case may be, shall, are so subordinated as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth provided in this Article 58.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's ’s worth, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of common stock of the Company as reorganized or readjusted or any other Person, or other securities of the Company or any other Person 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 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VII shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of 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 or any Guarantor of any kind or character, whether in cash, property or securities, to the creditors of the Company or any Guarantor upon any dissolution or winding-up or total liquidation or reorganization of the Company or any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other similar proceedings relating to the Company or any Guarantor, any assignment for the benefit of creditors or any marshalling of the Company's or any Guarantor's assets and liabilities, the Senior Indebtedness Parties shall be entitled to receive indefeasible payment in full in cash of all obligations due in respect of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment in a manner acceptable to Senior Indebtedness Parties, before the Holder shall be entitled to receive any payment by or on behalf of the Company or any Guarantor of the principal of, Accreted Value of, or interest on (and other obligations, if any, with respect to) this Note, or any payment by the Company or any Guarantor to acquire any of this Note for cash, property or securities, or any distribution by the Company or any Guarantor with respect to this Note of any cash, property or securities. (i) If any proceeding, liquidation, dissolution or winding up referred to in clause (a) above is commenced by or against the Company or any Guarantor, and the Holder of this Note has failed to do any of the following prior to the time such rights would expire, each of the Senior Indebtedness Parties are irrevocably authorized and empowered (in its own name or in the name of the Company, the Holder or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution in respect of this Note above and give acquittance therefore and to file claims and proofs of claim and take such other action (including, without limitation, voting this Note) as the Senior Indebtedness Parties may reasonably deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Indebtedness Parties hereunder; provided, that in the event the Senior Indebtedness Parties take such action, such holders shall apply the proceeds first, to the payment of the costs of enforcement of the Senior Indebtedness; second, to the holders of Senior Indebtedness (pro rata on the basis of the respective amounts of Senior Indebtedness held by such holders); third, to the payment of the costs of enforcement of this Note, and fourth, to the payment of this Note in a manner consistent with the terms hereof. (ii) The Holder shall duly and promptly take such action as any Senior Indebtedness Parties may reasonably request (A) to collect to this Note for the account of the Senior Indebtedness Parties and to file appropriate claims or proofs of claim in respect of this Note, (B) to execute and deliver to any Senior Indebtedness Parties such powers of attorney, assignments, or other instruments as such Senior Indebtedness Parties may reasonably request to enable it to enforce any and all claims with respect to this Note and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to this Note, but, in each case, only with respect to the Notes Holder in its capacity as holder of this Note and not in respect of any such case, proceeding, liquidation, dissolution or other winding up or event. relationship between the Holder and the Company. (c) In the event that, notwithstanding the foregoing provisions of this Section 11.2provision prohibiting such payment or distribution, the Trustee or any Holder shall have received any payment or distribution of assets or securities of the Company and the Guarantors of any kind or character, whether in cash, property or securities, shall be received by the Holder at a time when such payment or distribution is prohibited by Section 8.2 and before all obligations in respect of Senior Indebtedness is are indefeasibly paid in full in cash (or such payment thereof shall be duly provided forfor in a manner satisfactory to the Senior Indebtedness Parties) or otherwise to the extent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash, then and in such event such payment or distribution shall be received and held in trust by such recipient 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 trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or trustees or agent or agents under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued or incurred, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been indefeasibly paid in full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other Person making than cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Senior Indebtedness Parties. (d) Upon the indefeasible payment in full in cash (or such payment shall be duly provided for in a manner satisfactory to the Senior Indebtedness Parties) or otherwise to the extent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash of all Senior Indebtedness, the Holder shall be subrogated to the rights of the Senior Indebtedness Parties to receive payments or distributions of cash, cash equivalents, property or securities of the Company and the Guarantors made on such Senior Indebtedness until the principal of, premium, if any, and interest on this Note shall be indefeasibly paid in full in cash or this Note is no longer outstanding; and, for the purposes of such subrogation, no payments or distributions to the Senior Indebtedness Parties of any cash, cash equivalents, property or securities to which the Holder would be entitled except for the provisions of this Article 8, and no payment pursuant to the provisions of this Article 8 to the Senior Indebtedness Parties by the Holder shall, as between the Company, the Guarantors, its creditors other the Senior Indebtedness Parties, and the Holder, be deemed to be a payment by the Company or any Guarantor to or on account of the Senior Indebtedness. It is understood that the provisions of this Article 8 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Indebtedness Parties, on the other hand. (e) If any payment or distribution to which the Holder would otherwise have been entitled but for the provisions of assets this Article 8 shall have been applied, pursuant to the provisions of the Company for application in the form received this Article 8, to the payment of all amounts payable under Senior Indebtedness, then and in such case, the Holder shall be entitled to receive from the Senior Indebtedness remaining unpaidParties any payments or distributions received by such Senior Indebtedness Parties in excess of the amount required to make payment in full in cash of such Senior Indebtedness (or to duly provide for such payment in a manner satisfactory to the Senior Indebtedness Parties) or otherwise to the extent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash. (f) All Senior Indebtedness Parties are hereby authorized to demand specific performance of this Article 8, in the event the Company or the Holder have not complied with any of the provisions hereof applicable to them. The Holder and the Company hereby irrevocably waive any defense (other than the defense of indefeasible payment in full in cash of all Senior Indebtedness) based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance. (g) To the extent that the Company or any Guarantor makes a payment on the Senior Indebtedness that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable clause, including, without limitation in any proceeding referred to in clause (a) of this Section 8.3 (such payment being hereafter referred to as a "Voided Payment"), then to the extent of such Voided Payment, that portion of the Senior Indebtedness that had previously been satisfied by such Voided Payment shall be revived and continued in full force and effect as if such Voided Payment had never been made. To the extent that the Holder received any payments with respect to this Note subsequent to the date of the any Senior Indebtedness holder's receipt of such Voided Payment and such payments received by the Holder have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, the Holder shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Senior Indebtedness Parties, upon demand, the full amount so received by the Holder to the extent necessary to pay all fully restore to the Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 Parties that amount of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 5Voided Payment.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.210.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 4 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 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 54.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, 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, on account of Principal or repurchase price, if any, principal of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company being subordinated to the Notes payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. Upon notice from the Senior Agent during a reorganization proceeding described in (a), (b) or (c) above, the remedy and payment blockages provided for in Section 1203 and 1204 shall terminate and the Holders shall accelerate the Subordinated Indebtedness and all distributions and payments to which the Holders would be entitled but for this Article Twelve shall be paid and applied to the Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or such Holder, as the case may be, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event of any reorganization proceeding described in (a), (b) or (c) above, the Trustee agrees and each Holder, by its acceptance of the Securities agrees, to promptly take such action as the Senior Agent may request to collect any payment with respect to the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness in such proceeding. Upon the failure of any Holder to take any such action as of the tenth (10th) Business Day preceding the bar date therefor, the Senior Agent is hereby irrevocably authorized and empowered (in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive any payment referred to in respect of this Indenture or the Securities and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Holders with respect to the Securities. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, 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 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, general assignment for the benefit of creditors or 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial 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 marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness or obligations of the Company subordinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of Principal or repurchase priceprincipal of, premium, if any, of or interest (including any Additional Interest) on the Notes, Debentures or on account of the purchase or other acquisition of 77 Debentures by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Debentures in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.214.2, the Trustee or the Holder of any Holder Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior 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 such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all amounts due or to become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company 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 substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 11.2 14.2 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 substantially 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 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to securities of the Company of any kind or to its creditorscharacter (whether in cash, as such, property or to its assets, or (bsecurities) upon any liquidation, dissolution or other winding-winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receiver- ship or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyproceedings, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior IndebtednessDebt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or provision not allowed or allowable thereunder) shall first be made for such payment paid in money or money's worthfull in cash, before the Holders are or the Trustee on their behalf shall be entitled to receive any payment on account by the Company of Principal or repurchase pricethe principal of, premium, if any, of or interest on the NotesSecurities, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities for cash, for application property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of any kind assets or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets securities of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full to which the Holders of the Securities or payment thereof provided forthe Trustee on their behalf would be entitled, then and in such event such payment or distribution but for the subordination provisions of this Indenture, shall be held in trust made by such recipient and shall be paid over the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making such payment or distribution distribution, directly to the holders of assets Senior Debt of the Company for application in (pro rata to such holders on the form received basis of the respective amounts of Senior Debt held by such holders) or their representative(s) or to the payment of all trustee(s) under any indenture pursuant to which any such Senior Indebtedness remaining unpaidDebt may have been issued as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Debt in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. The consolidation Debt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company withof any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full, or the merger of the Company intopayment provided for, another Person such payment or the liquidation or dissolution of the Company following the conveyance or transfer of its properties distribution shall be received and assets substantially as an entirety to another Person upon the terms and conditions set forth held in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment trust for the benefit of, and shall be paid over or delivered to, the holders of creditors Senior Debt or marshalling their respective representative(s), or to the trustee(s) under any indenture pursuant to which any of assets and liabilities such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of the Company Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the 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 holders of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 5Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any receivershipdefeasance trust established in accordance with this Indenture), 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) with any liquidation, dissolution or other winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary and whether involuntary, or not involving insolvency or in bankruptcy, insolvency, receivership or (c) other similar proceedings, any assignment for the benefit of creditors or any other marshalling of assets and liabilities for the benefit of the Companycreditors, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due upon all Senior Indebtedness (including any interest accruing on or with respect to all Senior Indebtednesssubsequent to, or provision which would have accrued but for the occurrence of, an event specified in paragraphs (vi) and (vii) of Section 6.01, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be made for such payment paid in money or money's worthfull, in cash, before the Holders are or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of Principal Note Obligations, or repurchase priceany payment to acquire any of the Notes for cash, if anyproperty or securities, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application any distribution with respect to the Notes of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Company on any Note Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding-up, liquidation, reorganization, assignment, marshalling or proceeding, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Ten, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the representatives of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may be payable have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or deliverable with respect cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the representatives of such Senior Indebtedness (except that Holders of the Notes may receive (i) Qualified Capital Stock issued by the Company to pay interest on the Notes or issued in exchange for the Notes, (ii) securities substantially identical to the Notes issued by the Company in payment of interest accrued thereon or (iii) securities issued by the Company which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes). (b) To the extent any such casepayment of Senior Indebtedness (whether by or on behalf of the Company, proceedingas proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, liquidationset aside or required to be paid to any receiver, dissolution trustee in bankruptcy, liquidating trustee, agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or eventsimilar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof 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 any Holder shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Section 10.03(a) of this Indenture and before all obligations in respect of Senior Indebtedness is are paid in full or payment thereof provided forfull, then and in such event cash, such payment or distribution shall be received and held in trust by such recipient for the benefit of, and shall be paid over or delivered forthwith to, the representatives of such Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in bankruptcyfull, receiverin cash, liquidating trusteeafter giving effect to any concurrent payment, custodiandistribution or provision therefor to or for the holders of such Senior Indebtedness. (d) For purposes of this Section 10.03, assigneethe words "cash, agent property or other Person making securities" shall not be deemed to include, so long as the effect of this clause is not to cause the Notes to be treated in any case or proceeding or similar event described in this Section 10.03 as part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution of assets distribution, securities of the Company or any other corporation provided for application in by a plan of reorganization or readjustment that are subordinated, at least to the form received extent that the Notes are subordinated, to the payment of all Senior Indebtedness remaining unpaidthen outstanding; provided that (1) if a new corporation results from such reorganization or readjustment, to such corporation assumes the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for and (2) the rights of the holders 76 70 of the Senior IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article 5 Five of this Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of the Company 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 substantially as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article 5Five of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to payment by the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up distribution of assets 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 marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the Convertible Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which may the Holders of the Convertible Debentures or the Trustee would be payable entitled to receive from the Company, except for the provisions of this Article, shall be paid by the Company or deliverable with respect 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 the Indenture if received by them or it, directly to the Notes holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such caseSenior Indebtedness, proceeding, liquidation, dissolution before any payment or other winding up distribution is made to the Holders of the Convertible Debentures or eventto the Trustee. In the event that, notwithstanding the foregoing provisions of this Section 11.2foregoing, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or provision is made for such payment thereof provided forin money in accordance with its terms, then and in such event such payment or distribution shall be held in trust by such recipient for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 IX of the Indenture shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5IX of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. If the Debenture Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any Guarantor Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Debenture Guarantor by the holders of Guarantor Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made in respect of the Guarantee. In the event of (a) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case or proceeding in connection therewith, relative proceedings relating to the Company Debenture Guarantor, its creditors or to its creditorsproperty, as such, or to its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the CompanyDebenture Guarantor, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (c) any assignment by the Debenture Guarantor for the benefit of creditors or (d) any other marshalling of the assets and liabilities of the CompanyDebenture Guarantor (each such event, then and in if any, herein sometimes referred to as a "GUARANTOR PROCEEDING"), all Guarantor Senior Indebtedness (including any interest thereon accruing after the commencement of any such event proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made in respect of the Guarantee. Any payment or distribution, whether in cash, securities or other property (other than securities of the Debenture Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Guarantee, to the payment of all Guarantor Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Guarantee shall be paid or delivered directly to the holders of Guarantor Senior Indebtedness in accordance with the priorities then existing among such holders until all Guarantor Senior Indebtedness (including any interest thereon accruing after the commencement of any Guarantor Proceeding) shall be entitled to receive have been paid in full. In the event of any Guarantor Proceeding, after payment in full of all amounts due or to become due on or sums owing with respect to all Guarantor Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase pricethe Securities, if any, of or interest on the Notes, and to that end together with the holders of Senior Indebtedness any obligations of the Debenture Guarantor ranking on a parity with the Guarantee, shall be entitled to receivebe paid from the remaining assets of the Debenture Guarantor the amounts at the time due and owing in respect of the Guarantee and such other obligations before any payment or other distribution, for application whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Debenture Guarantor ranking junior to the payment thereofGuarantee and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any kind character or characterany security, whether in cash, securities or other property (other than securities of the Debenture Guarantor or securitiesany other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, which may be payable or deliverable at least to the extent provided in these subordination provisions with respect to the Notes Guarantee, to the payment of all Guarantor Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such caseplan of reorganization or readjustment), proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Guarantor Senior Indebtedness shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is been paid in full or payment thereof provided forfull, then and in such event such payment or distribution or security shall be held received in trust by such recipient for the benefit of, and shall be paid over or delivered forthwith to and transferred to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of the Company Guarantor Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application in the form received to the payment of all Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Guarantor Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, after giving effect distribution or security, each holder of Guarantor Senior Indebtedness is hereby irrevocably authorized to any concurrent payment endorse or distribution assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to or an agent for the holders of Guarantor Senior IndebtednessIndebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Guarantor Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The consolidation provisions of this Section 15.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company with, or Debenture Guarantor in respect of any security interest the merger creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company intoGuarantor, another Person otherwise ranking on a parity with the Guarantee or ranking junior to the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Guarantee, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 parity with the conditions set forth in Article 5Guarantee or ranking junior to the Guarantee.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the 52 case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling 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 5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or 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 creditors, marshaling of assets or any other marshalling of assets and liabilities bankruptcy, insolvency or similar proceedings of the CompanyCompany (each such event herein sometimes referred to as a "Proceeding"), then except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in any such event Article Eight, the holders of Senior Indebtedness Debt shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or with in respect to all of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders of any Security of such series or of any coupon appertaining thereto are entitled to receive any payment on account of Principal or repurchase priceprincipal of , and premium, if any, of or interest on the NotesSecurities or on account of the purchase or redemption or other acquisition of Securities by the Company ("Securities Payment"), and to that end the holders of 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, securities which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.21202, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all the Senior Indebtedness Debt is paid in full or payment thereof provided forfull, then and in such event such payment or distribution distribution, except for amounts subject to the claim granted to the Trustee in Section 606 hereof, shall be held in trust by such recipient for the holders of Senior Debt and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all the Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all the Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of the Senior IndebtednessDebt. The consolidation For purposes of this Article Twelve only, the Company withwords "any payment or distribution of any kind or character, 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 securities" shall not be deemed to include a dissolution, winding-up, liquidation, reorganization, assignment for the benefit payment or distribution of creditors equity or marshalling of assets and liabilities subordinated securities of the Company provided for the purposes by a plan of this Section 11.2 if the Person formed reorganization or readjustment or of any other corporation provided for by such consolidation plan of reorganization or into which readjustment that, in the Company is merged or case of subordinated securities, are subordinated in right of payment to all then outstanding Senior Debt to at least the Person which acquires by conveyance or transfer such properties and assets substantially same extent as an entiretythe Securities, as the case may be, shall, are so subordinated as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth provided in this Article 5Twelve.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, Proceeding 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 marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior IndebtednessDebt and Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt and Subordinated 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 with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is Debt and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt and Subordinated Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt and Subordinated Debt. For purposes of this Article XIII 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 Debt and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 11.2 13.2 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 substantially 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 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities are entitled to receive any payment or distribution on account of Principal or repurchase price, if any, of or interest on the NotesSubordinated Obligations, and to that end the holders of 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 in cash of all Senior Indebtedness remaining unpaid, 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 with in respect to of the Notes Subordinated Obligations in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee assignment or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessmarshalling. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VIII shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling 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 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Notes are entitled to receive any payment on account of Principal or repurchase price, if any, principal of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full and if such fact shall, at or prior to the time of such payment thereof provided foror 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "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 Notes 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the CompanyCompany as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, Company then and in any such event event (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, (or provision shall be is made for such payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of any kind or character on account of Principal principal (or repurchase pricepremium, if any, of on) or interest interest, if any, on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, such indebtedness; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities to which the Holders or the Trustee would be entitled but for the provisions of this Article 16 shall be paid by the Company by the liquidating trustee or agent or other person making such payment or distribution, which may be payable whether a trustee in bankruptcy, a receiver or deliverable with respect liquidating trustee or otherwise, directly to the Notes representative or representatives of the holders of Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably 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, after giving effect to any concurrent payment or distribution to the holders of such case, proceeding, liquidation, dissolution or other winding up or event. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 11.216.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company as the case may be, is paid in full (or provision therefor is made in money or money's worth), and such fact shall at or prior to the time of such payment thereof provided foror distribution have been made known to the Trustee or such Holder, as the case may be then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over to the representative or delivered forthwith representatives of the holders of such Senior Indebtedness, or to the trustee in bankruptcyor trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, receiverratably as aforesaid, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull (or to provide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 8 shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 16.2 if the Person formed by such consolidation or into which the Company as the case may be, 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 58.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or 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 creditors, marshaling of assets or any other marshalling of assets and liabilities bankruptcy, insolvency or similar proceedings of the CompanyCompany (each such event herein sometimes referred to as a "Proceeding"), then except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in any such event Article Eight, the holders of Senior Indebtedness shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or with in respect to all of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of any Security of such series or of any coupon appertaining thereto are entitled to receive any payment on account of Principal or repurchase priceprincipal of , and premium, if any, of or interest on the NotesSecurities or on account of the purchase or redemption or other acquisition of Securities by the Company ("Securities Payment"), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, securities which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.21502, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all the Senior Indebtedness is paid in full or payment thereof provided forfull, then and in such event such payment or distribution distribution, except for amounts subject to the claim granted to the Trustee in Section 606 hereof, shall be held in trust by such recipient for the holders of Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all the Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness. The consolidation For purposes of this Article Fifteen only, the Company withwords "any payment or distribution of any kind or character" and "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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 securities" shall not be deemed to include a dissolution, winding-up, liquidation, reorganization, assignment for the benefit payment or distribution of creditors equity or marshalling of assets and liabilities subordinated securities of the Company provided for the purposes by a plan of this Section 11.2 if the Person formed reorganization or readjustment or of any other corporation provided for by such consolidation plan of reorganization or into which readjustment that, in the Company is merged or case of subordinated securities, are subordinated in right of payment to all then outstanding Senior Indebtedness to at least the Person which acquires by conveyance or transfer such properties and assets substantially same extent as an entiretythe Securities, as the case may be, shall, are so subordinated as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth provided in this Article 5Fifteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingproceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, 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 dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding-winding up of the CompanyCompany or its debts, whether voluntary or involuntary and whether or not involving any insolvency or bankruptcybankruptcy or any case or proceeding of any kind, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then then, and in any each such event event, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are Company may make, and before any Holder of Securities is entitled to receive or retain, any payment or distribution of any kind or character (whether in cash, property or securities) on account of Principal or repurchase price, if any, of or interest on the NotesSecurities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Senior Indebtedness shall be entitled (pro rata to receive, for application to each such holder on the payment thereof, basis of the respective amounts of such Senior Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all or prepay in full the Senior Indebtedness Indebtedness. Each Holder of Securities shall duly and promptly take such action as is reasonably necessary to file appropriate claims or proofs of claims in fullany such proceedings referred to in this Section 9.02 and to execute and deliver such other instruments and take such other actions as may be reasonably necessary to prove or realize upon such claims and to have the proceeds of such claims paid as provided in this Section 9.02, after giving effect and, in the event any Holder of Securities shall not have made any such filing on or prior to the date 30 days before the expiration of the time for such filing or shall not have timely executed or delivered any concurrent payment or distribution to or for such other instruments and taken such other actions, the holders of not less than 25% of any series of Senior Indebtedness. The consolidation of , acting through a trustee, agent or otherwise, are hereby irrevocably authorized and empowered (but shall have no obligation) to, as the Company with, or agent and attorney-in-fact for such holder for the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties specific and assets substantially as an entirety to another Person upon the terms and conditions limited purpose set forth in Article 5 shall not be deemed a dissolutionthis paragraph, winding-upfile such proof of claim for or on behalf of such holder, liquidationexecute and deliver such other instrument for or on behalf of such holder and take such other action necessary under applicable law to collect any amounts due in respect of such claim in such proceeding. Anything contained in this paragraph notwithstanding, reorganization, assignment for the benefit right to vote any claim or claims in respect of creditors or marshalling of assets and liabilities of the Company for the purposes of any Securities in connection with any proceedings referred to in this Section 11.2 if 9.02 is exclusively reserved to 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 holder of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 5Securities.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's ’s worth, before the Holders of the Notes are entitled to receive any payment on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.27.02, the Trustee or the Holder of any Holder Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article VII 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 Securities are so subordinated as provided in this Article VII. 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VI shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 7.02 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 5VI.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization arrangement, reorganization, debt restructuring or other similar case or proceeding in connection therewithwith any insolvency or bankruptcy proceeding, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, 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 Holder of any Security receives for purposes of this Section. 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 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 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 5 Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company 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 substantially 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, Corporation or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, Corporation whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyCorporation, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of or repurchase pricepremium, if any, of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or Holder of any Holder Security of any series shall have received any payment or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Corporation for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment that are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another Person or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Corporation for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company Corporation is merged or the Person which that 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event event, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or of securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such facts 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article 5 Seven shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person corporation 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 5Seven.

Payment Over of Proceeds Upon Dissolution, Etc. (i) In the event of of: (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as suchCompany, or to its assets, or ; (bB) any proceeding for liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or ; or (cC) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, ; then and in any such event specified in clauses (A), (B) or (C) above (each such event, a "Proceeding"), the holders of Senior Indebtedness Obligations shall be entitled to receive indefeasible payment in full in cash of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Obligations before the Holders holders of the Subordinated Obligations are entitled to receive any payment or distribution of cash or property on account of Principal or repurchase price, if any, of or interest on the NotesSubordinated Obligations, and to that end the holders of Senior Indebtedness Obligations shall be entitled to receive, for application to the payment thereofof the Senior Obligations, any payment or distribution of any kind or character, whether in cash, property or securities, character which may be payable or deliverable with in respect to of the Notes Subordinated Obligations in any such caseProceeding, proceeding, liquidation, dissolution to the extent necessary to pay or other winding up or event. provide for the payment of all Senior Obligations in full. (ii) In the event that, notwithstanding that any holder of the foregoing provisions of this Section 11.2, the Trustee or any Holder Subordinated Obligations shall have received any payment or distribution of assets of the Company of any kind or character, whether character in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided forviolation of this Section 4, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to holders of the Senior Obligations, or to the extent required by applicable law, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent agent, representative or other Person person making payment or distribution of assets of the Company Company, for application in the form received to the payment of all Senior Indebtedness Obligations remaining unpaid, to the extent necessary to pay or provide for the payment of all Senior Indebtedness Obligations in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5Obligations.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the CompanyGuarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyGuarantor, then and in any such event the holders of Senior Indebtedness Debt of the Guarantor shall first be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents, before the Holders of the Securities are entitled to receive any payment on account of Principal principal of (or repurchase pricepremium, if any, of ) or interest on the NotesSecurities or any other Guarantor Debt of the Guarantor, and to that end the holders of Senior Indebtedness Debt of the Guarantor shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Guarantor being subordinated to the Notes payment of the Guarantor Debt, which may be payable or deliverable in respect of the Guarantor Debt in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any 107 other indebtedness of the Guarantor being subordinated to the payment of the Guarantor Debt, before all Senior Indebtedness Debt of the Guarantor is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in trust by such recipient and Section 14.11, shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt of the Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Guarantor. For purposes of this Article only, the words "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 as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt of the Guarantor which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Guarantor Debt is 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions conditions, if any, set forth in Article 5 any Officers' Certificate or supplemental indenture creating any series of Securities shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Guarantor 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 entiretysurviving Person, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions conditions, if any, set forth in Article 5the Officers' Certificate or supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares 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 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5.,

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit benefits of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, ; or provision shall be made for such payment in money or money's worth, 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, on account of Principal principal of or repurchase pricepremium, if any, of or interest on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company being subordinated to the Notes payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or such Holder, as the case may be, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary For purposes of this Article only, the words "cash, property or securities" shall not be deemed to pay include securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, 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 Securities are so subordinated as provided in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessthis 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 its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, general assignment for the benefit of creditors or 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 5Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial 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 marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness or obligations of the Company subor- dinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of Principal or repurchase priceprincipal of, premium, if any, of or interest (including any Additional Interest) on the Notes, 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 Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Debentures in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 11.214.2, the Trustee or the Holder of any Holder Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior 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 such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all amounts due or to become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company 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 substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 11.2 14.2 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 substantially 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 5VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of Principal or repurchase price, if any, of or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property property, or securities, which may be payable to creditors upon any total or deliverable with respect partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Notes Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowed claim in any such caseproceeding), proceedingbefore any payment or distribution of any kind or character is made on account of any Obligations on, or with respect to, the Notes, or for 72 the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, dissolution reorganization, receivership or other winding up or event. In the event thatsimilar proceeding, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness is Debt has been paid in full in cash or 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, including without limitation for any of the reasons described in the preceding paragraph) of the Company's obligation to make any distribution or payment thereof provided forpursuant to any Senior Debt, then and except to the extent such diminution 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 Ten, with any turnover of payments as otherwise calculated pursuant to this Article Ten to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company 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 by such recipient for the benefit of, and shall be paid over or delivered forthwith 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 in bankruptcyor trustees under any indenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefore to or for the holders of such Senior Indebtedness. Debt. (d) The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article 5 Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of the Company 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 substantially 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 5Five hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the ---------------------------------------------- event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or other Obligor or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the CompanyCompany or any other Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyCompany or any other Obligor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Convertible Notes are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of Principal principal of or repurchase pricepremium, if any, of or interest (including Special Interest, if any) on the NotesConvertible Notes and on account of any amounts due in respect of any Convertible Notes and any payment thereon made or to be made by a Guarantor under its Convertible Note Guarantee, and to that end until the Senior Indebtedness is paid in full the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company or any other Obligor being subordinated to the payment of the Convertible Notes or the Convertible Note Guarantees, as applicable, which may be payable or deliverable in respect of the Convertible Notes or the Convertible Note Guarantees, as applicable, in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up up, assignment for the benefit of creditors or eventother marshalling of assets and liabilities of the Company or any other Obligor. In the event that, notwithstanding the foregoing provisions of this Section 11.2Section, the Trustee or the Holder of any Holder Convertible Note shall have received any payment or distribution of assets of the Company or any other Obligor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or of a Guarantor being subordinated to the payment of the Convertible Notes or a Convertible Note Guarantee, as applicable, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Trust Officer of the Trustee in writing or such Holder, as the case may be, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company or any other Guarantor for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include securities of the Company or any other Guarantor or other Person as reorganized or readjusted, or securities of the Company or any other Guarantor or any other Person which are Capital Stock or 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 Notes or the Convertible Note Guarantees 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 its properties Properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article 5 V shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 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 5V. Similarly, the consolidation of a Guarantor with, or the merger of a Guarantor into, another Person or the liquidation or dissolution of a Guarantor to the extent permitted by this Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of a Guarantor for the purposes of this Section.