Common use of Distribution on Dissolution, Liquidation and Reorganization Clause in Contracts

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt shall first be paid in full in cash or cash equivalents before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

Distribution on Dissolution, Liquidation and Reorganization. Upon In the event of (i) any distribution to creditors of the Company in a insolvency, bankruptcy, receivership, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvencyreadjustment, receivership composition or other similar proceeding relating to the Company or its propertiesproperty, (ii) any proceeding for the liquidation, dissolution or upon an other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of the assets and liabilities of the Company then, and in any such event specified in (i), (ii), (iii) or (iv) (each such event, if any, herein sometimes referred to as a "Proceeding"):) (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan or reorganization under applicable Bankruptcy Law, (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal ofthereof, premium, if any, any interest (including interest after the commencement of or any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or Additional Amounts required in respect ofof certain taxes, all Senior Debt shall and any interest therein, due thereon or provision must first be paid in full made for such payment in cash or cash equivalents or any other manner acceptable to the holders of such Senior Indebtedness before any payment or distribution of any kind or characterdistribution, whether in cash, securities or property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation indebtedness of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before subordinated to the Holders payment of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above)Securities, any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly being referred to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen only, the words a "Junior Subordinated Payment," but excluding any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article), shall be made by the Company on account of principal, premium, interest or Additional Amounts of or on the Securities or interest on overdue amounts thereof; or and (iib) any depositpayment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article (and excluding any payment made therefromor distribution of securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, pursuant whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, to Article Four the holders of Senior Indebtedness or Section 1005their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, with ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, interest or Additional Amounts required in respect of certain taxes, and any interest thereon, on 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 series concurrent payment or distribution to the holders of Securitiessuch Senior Indebtedness; provided and (c) in the event that, in notwithstanding the case 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 the Holders of the Securities before all Senior Indebtedness is paid in full, then, and in such event such payment from a defeasance trustor distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. As used in this Article, the assets deposited phrase "payment in trust full" (or any similar phrase), when used to fund refer to the payment of Senior Indebtedness, shall mean payment in full of the aggregate amount of such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 Senior Indebtedness then outstanding in cash, securities or Section 1303 hereofother property. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation with or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVII.

Distribution on Dissolution, Liquidation and Reorganization. Upon 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, (b) any payment or distribution to creditors of assets or securities of the Company of any kind or character, whether in a liquidationcash, Property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or involuntary and whether in a bankruptcy, reorganization, insolvency, insolvency or receivership proceedings or similar proceeding relating to the Company or its properties, or upon an (c) any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such eventCompany, if any, herein sometimes referred to as a "Proceeding"):or upon other proceedings: (a) all principal of, premium, if any, Principal of and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid in full full, or due provision made for such payment, in cash or cash equivalents accordance with the terms of such Senior Indebtedness, before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), is made on account of the principal Principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities the indebtedness evidenced by the Company, any Subsidiary Notes other than in the form of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment")Junior Securities, or before the Holders of the Securities Notes shall be entitled to retain any assets so paid or distributed in respect thereofthereof other than Junior Securities; and (b) until any payment or distribution of assets or securities of the Senior Debt is paid Company of any kind or character, whether in full in cash cash, Property or cash equivalents securities (as provided in subsection (a) aboveother than Junior Securities), any Securities Payment to which the Holders of the Securities Notes or the Trustee for their benefit would be entitled except for the provisions of this Section 13021303, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedIndebtedness, as their respective interests may appear. For purposes of this Article Thirteen only, the words "before any payment or distribution is made to the Holders of the Notes. The Company shall give prompt written notice to the Trustee of any kind dissolution, winding up, liquidation or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities reorganization of the Company provided for by a plan within the meaning of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof1303. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 1303 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 Eight.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company in a liquidationupon any dissolution, dissolution winding-up, liquidation or winding up reorganization of the Company, whether voluntary Company (pursuant to or involuntary, or in a following bankruptcy, reorganization, insolvency, reorganization or receivership proceedings or other similar proceeding relating proceedings relative to the Company or its propertiesproperty), or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such eventCompany, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash of the principal thereof and interest due thereon, or cash equivalents adequate provision shall be made for such payment, before the Holders of the Debentures are entitled to receive any payment on account of the principal of or interest on indebtedness evidenced by the Debentures; and (b) any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders of the Securities Debentures or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, 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 Senior Debt Indebtedness or their representative or representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear. For purposes ratably according to the aggregate amounts remaining unpaid on account of this Article Thirteen onlythe Senior Indebtedness held or represented by each, to the words "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 Senior Indebtedness or provision therefor. The Company shall give prompt written notice to the Trustee of any kind dissolution, winding up, liquidation or character, whether in cash, property reorganization or securities" shall not be deemed other similar event or proceeding relative to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightproperties.

Distribution on Dissolution, Liquidation and Reorganization. Upon 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, (b) any payment or distribution to creditors of assets or securities of the Company of any kind or character, whether in a liquidationcash, Property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or involuntary and whether in a bankruptcy, reorganization, insolvency, insolvency or receivership proceedings or similar proceeding relating to the Company or its properties, or upon an (c) any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such eventCompany, if any, herein sometimes referred to as a "Proceeding"):or upon other proceedings: (a) all principal of, premium, if any, Principal of and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid in full full, or due provision made for such payment, in cash or cash equivalents accordance with the terms of such Senior Indebtedness, before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), is made on account of the principal Principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities the indebtedness evidenced by the Company, any Subsidiary Notes other than in the form of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment")Junior Securities, or before the Holders of the Securities Notes shall be entitled to retain any assets so paid or distributed in respect thereofthereof other than Junior Securities; and (b) until any payment or distribution of assets or securities of the Senior Debt is paid Company of any kind or character, whether in full in cash cash, Property or cash equivalents securities (as provided in subsection (a) aboveother than Junior Securities), any Securities Payment to which the Holders of the Securities Notes or the Trustee for their benefit would be entitled except for the provisions of this Section 13021303, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedIndebtedness, as their respective interests may appear. For purposes of this Article Thirteen only, the words "before any payment or distribution is made to the Holders of the Notes. The Company shall give prompt written notice to the Trustee of any kind dissolution, winding up, liquidation or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities reorganization of the Company provided for by a plan within the meaning of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof1303. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entiretydissolution, as the case may bewinding-up, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.liquidation,

Distribution on Dissolution, Liquidation and Reorganization. Upon In the event of (i) any distribution to creditors of the Company in a insolvency, bankruptcy, receivership, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvencyreadjustment, receivership composition or other similar proceeding relating to the Company or its propertiesproperty, (ii) any proceeding for the liquidation, dissolution or upon an other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of the assets and liabilities of the Company then, and in any such event specified in (i), (ii), (iii) or (iv) (each such event, if any, herein sometimes referred to as a "Proceeding"):) (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan or reorganization under applicable Bankruptcy Law), (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal ofthereof, premium, if any, any interest (including interest after the commencement of or any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or additional amounts required in respect ofof certain taxes, all Senior Debt shall and any interest thereon, due thereon or provision must first be paid in full made for such payment in cash or cash equivalents or any other manner acceptable to the holders of such Senior Indebtedness before any payment or distribution of any kind or characterdistribution, whether in cash, securities or property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation indebtedness of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before subordinated to the Holders payment of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above)Securities, any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly being referred to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedas a "Junior Subordinated Payment", as their respective interests may appear. For purposes of this Article Thirteen only, the words "but excluding any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article), shall be made by the Company on account of principal, premium, interest or Additional Amounts of or on the Securities or interest on overdue amounts thereof; or and (iib) any depositpayment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article (and excluding any payment made therefromor distribution of securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, pursuant whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Article Four the holders of Senior Indebtedness or Section 1005their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, with ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, interest or additional amounts required in respect of certain taxes, and any interest thereon, on 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 series concurrent payment or distribution to the holders of Securitiessuch Senior Indebtedness; provided and (c) in the event that, in notwithstanding the case foregoing, any payment or dis- tribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, then, and in such event such payment from a defeasance trustor distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. As used in this Article, the assets deposited phrase "payment in trust full" (or any similar phrase), when used to fund refer to the payment of Senior Indebtedness, shall mean payment in full of the aggregate amount of such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 Senior Indebtedness then outstanding in cash, securities or Section 1303 hereofother property. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions condi- tions set forth in Article Eight VII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation with or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVII.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company or any Subsidiary (as this and other capitalized terms not otherwise defined herein are defined in a liquidationthe Senior Credit Agreement), dissolution or upon any foreclosure, dissolution, winding up or liquidation of the CompanyCompany or any Subsidiary, whether voluntary or involuntary, or in a bankruptcy, upon any reorganization, insolvencyreadjustment, receivership arrangement or similar proceeding relating to the Company or any Subsidiary, or any of its propertiesproperty, and whether in bankruptcy, insolvency or receivership proceedings or otherwise, or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company or any Subsidiary or otherwise or upon any exercise by the holders of the Senior Indebtedness (each such event, if any, herein sometimes referred to as a the "ProceedingSenior Creditors"):) of any of their rights and remedies under any document evidencing Senior Indebtedness, (a) all principal of, premium, if any, interest (including interest after the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash or cash equivalents before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account Senior Indebtedness before the holders of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be Subordinated Obligations are entitled to retain receive any assets so paid or distributed in respect thereofSubordinated Payment; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Subordinated Payment to which the Holders holders of the Securities or the Trustee for their benefit Subordinated Obligations would be entitled except for the provisions of this Section 1302, hereof shall be paid or delivered by the Company liquidating trustee or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Lender to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution directly to the holders of such Senior Debt Indebtedness, and, if any holder of Subordinated Obligations does not file a proper claim or their representative or representatives or proof of debt therefor prior to thirty (30) days before the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities expiration of the Company provided for by a plan of reorganization or readjustment time to file such claim, then the Senior Creditors are hereby authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by and empowered to file such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightclaim.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company in a liquidationPurchaser Parent, dissolution or upon any foreclosure, dissolution, winding up or liquidation of the CompanyPurchaser Parent, whether voluntary or involuntary, or in a bankruptcy, upon any reorganization, insolvencyreadjustment, receivership arrangement or similar proceeding relating to the Company Purchaser Parent, or any of its propertiesproperty, and whether in bankruptcy, insolvency or receivership proceedings or otherwise, or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"):Purchaser Parent or otherwise or upon any exercise by the Senior Creditors of any of their rights and remedies under any document evidencing Senior Indebtedness, (ai) all principal of, premium, if any, interest (including interest after the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash of the Senior Indebtedness before the holder or cash equivalents before holders of the Subordinated Indebtedness are entitled to receive any payment with respect to the Subordinated Indebtedness; and (ii) any payment or distribution of assets of the Purchaser Parent of any kind or character, whether in cash, property or securities, securities or by set set-off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt)otherwise, on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders holder or holders of the Securities or the Trustee for their benefit Subordinated Indebtedness would be entitled except for the provisions hereof (except for any distribution of this Section 1302securities which are subordinated ("Exchange Securities"), to at least the same extent as the Subordinated Indebtedness, to the payment of all Senior Indebtedness or securities issued in exchange for Senior Indebtedness then outstanding) shall be paid or delivered by the Company liquidating trustee or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Agent to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution directly to the holders of such Senior Debt Indebtedness, and, if any holder of Subordinated Indebtedness does not file a proper claim or their representative or representatives or proof of debt therefor prior to thirty (30) days before the trustee or trustees under any indenture pursuant expiration of the time to which any instruments evidencing any file such claim, then the Senior Debt may have been issuedCreditors are hereby authorized and empowered to demand, as their respective interests may appear. For purposes of this Article Thirteen onlysxx for, the words "any collect and receive every such payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightdescribed herein.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company in a liquidationCompany, dissolution or upon any foreclosure, dissolution, winding up or liquidation of the Company, whether voluntary or involuntary, or in a bankruptcy, upon any reorganization, insolvencyreadjustment, receivership arrangement or similar proceeding relating to the Company Company, or any of its propertiesproperty, and whether in bankruptcy, insolvency or receivership proceedings or otherwise, or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after or otherwise or upon any exercise by the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees Indebtedness (the "ObligationsSenior Creditors") due on, or to become due on or in respect of, of any of their rights and remedies under any document evidencing Senior Indebtedness, (i) the holders of all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash of the Senior Indebtedness before the holder or cash equivalents before holders of the Subordinated Indebtedness are entitled to receive any payment with respect to the Subordinated Indebtedness; and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, securities or by set set-off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt)otherwise, on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders holder or holders of the Securities or the Trustee for their benefit Subordinated Indebtedness would be entitled except for the provisions hereof (except for any distribution of this Section 1302securities which are subordinated, to at least the same extent as the Subordinated Indebtedness, to the payment of all Senior Indebtedness or securities issued in exchange for Senior Indebtedness then outstanding ("Exchange Securities")) shall be paid or delivered by the Company liquidating trustee or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Agent to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution directly to the holders of such Senior Debt Indebtedness, and, if any holder of Subordinated Indebtedness does not file a proper claim or their representative or representatives or proof of debt therefor prior to thirty (30) days before the trustee or trustees under any indenture pursuant expiration of the time to which any instruments evidencing any file such claim, then the Senior Debt may have been issuedCreditors are hereby authorized and empowered to demand, as their respective interests may appear. For purposes of this Article Thirteen onlysxx for, the words "any collect and receive every such payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightdescribed herein.

Distribution on Dissolution, Liquidation and Reorganization. Upon In the event of (i) any distribution to creditors of the Company in a insolvency, bankruptcy, receivership, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvencyreadjustment, receivership composition or other similar proceeding relating to the Company or its propertiesproperty, (ii) any proceeding for the liquidation, dissolution or upon an other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of the assets and liabilities of the Company then, and in any such event specified in (i), (ii), (iii) or (iv) (each such event, if any, herein sometimes referred to as a "Proceeding"):) (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan or reorganization under applicable Bankruptcy Law), (a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal ofthereof, premium, if any, any interest (including interest after the commencement of or any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or additional amounts required in respect ofof certain taxes, all Senior Debt shall and any interest thereon, due thereon or provision must first be paid in full made for such payment in cash or cash equivalents or any other manner acceptable to the holders of such Senior Indebtedness before any payment or distribution of any kind or characterdistribution, whether in cash, securities or property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation indebtedness of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before subordinated to the Holders payment of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above)Securities, any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly being referred to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedas a "Junior Subordinated Payment", as their respective interests may appear. For purposes of this Article Thirteen only, the words "but excluding any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article), shall be made by the Company on account of principal, premium, interest or Additional Amounts of or on the Securities or interest on overdue amounts thereof; or and (iib) any depositpayment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article (and excluding any payment made therefromor distribution of securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article) shall be paid by the 100 108 liquidating trustee or agent or other person making such payment or distribution, pursuant whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Article Four the holders of Senior Indebtedness or Section 1005their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, with ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, interest or additional amounts required in respect of certain taxes, and any interest thereon, on 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 series concurrent payment or distribution to the holders of Securitiessuch Senior Indebtedness; provided and (c) in the event that, in notwithstanding the case 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 the Holders of the Securities before all Senior Indebtedness is paid in full, then, and in such event such payment from a defeasance trustor distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. As used in this Article, the assets deposited phrase "payment in trust full" (or any similar phrase), when used to fund refer to the payment of Senior Indebtedness, shall mean payment in full of the aggregate amount of such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 Senior Indebtedness then outstanding in cash, securities or Section 1303 hereofother property. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation with or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part 101 109 of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVII.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt shall first be paid in full in cash or cash equivalents before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen 13 only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 10059, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 6 shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight6.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt shall first be paid in full in cash or cash equivalents before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen 13 only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 10059, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 6 shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight6.

Distribution on Dissolution, Liquidation and Reorganization. Upon Subrogation of Securities. ------------------------- (a) Except as otherwise specified pursuant to Section 301, upon any distribution to creditors of assets of the Company in a liquidationupon any dissolution, dissolution winding up, liquidation or winding up reorganization of the Company, whether voluntary or involuntary, or in a bankruptcy, reorganization, insolvency, reorganization or receivership or similar proceeding relating to the Company or its properties, proceedings or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company or otherwise (each such eventsubject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law): (1) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or premium, if any) or interest, if any, herein sometimes referred to as a "Proceeding"):on indebtedness evidenced by the Securities; (a2) all principal of, premium, if any, interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt shall first be paid in full in cash or cash equivalents before any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article Sixteen shall be paid by set off the liquidating trustee or otherwise (including any 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 Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may be payable or deliverable by reason of have been issued, ratably according to the payment of any Junior Subordinated Debt), aggregate amounts remaining unpaid on account of the principal of (and premium, if any) or and interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any Securities concurrent payment or on account distribution to the holders of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereofSenior Indebtedness; and (b3) until in the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above)event that, any Securities Payment to which notwithstanding the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302foregoing, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen only, the words "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 the Holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to the Trustee, to the holder of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. (b) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by the Company to or on account of the Securities. It is understood that the provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the Trustee, subject to the provisions of Section 601, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen. (c) The Trustee, however, shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under owe any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt fiduciary duty to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series holders of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereofSenior 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 all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Trustee shall not be deemed a Proceeding for liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the purposes Company moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Section if Article Sixteen. (d) If the Person formed by Trustee or any Holder of Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such consolidation claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized, and has the right, to file an appropriate claim or into which the Company is merged claims for or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part on behalf of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightHolder of Securities.

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company in a liquidationCompany, dissolution or upon any foreclosure, dissolution, winding up or liquidation of the Company, whether voluntary or involuntary, or in a bankruptcy, upon any reorganization, insolvencyreadjustment, receivership arrangement or similar proceeding relating to the Company Company, or any of its propertiesproperty, and whether in bankruptcy, insolvency or receivership proceedings or otherwise, or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after or otherwise or upon any exercise by the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees Indebtedness (the "ObligationsSenior Creditors") due on, or to become due on or in respect of, of any of their rights and remedies under any document evidencing Senior Indebtedness, (i) the holders of all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash of the Senior Indebtedness before the holder or cash equivalents before holders of the Subordinated Indebtedness are entitled to receive any payment with respect to the Subordinated Indebtedness; and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, securities or by set set-off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt)otherwise, on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders holder or holders of the Securities or the Trustee for their benefit Subordinated Indebtedness would be entitled except for the provisions hereof (except for any distribution of this Section 1302securities which are subordinated, to at least the same extent as the Subordinated Indebtedness, to the payment of all Senior Indebtedness or securities issued in exchange for Senior Indebtedness then outstanding ("Exchange Securities")) shall be paid or delivered by the Company liquidating trustee or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Agent to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution directly to the holders of such Senior Debt Indebtedness, and, if any holder of Subordinated Indebtedness does not file a proper claim or their representative or representatives or proof of debt therefor prior to thirty (30) days before the trustee or trustees under any indenture pursuant expiration of the time to which any instruments evidencing any file such claim, then the Senior Debt may have been issuedCreditors are hereby authorized and empowered to demand, as their respective interests may appear. For purposes of this Article Thirteen onlysxx for, the words "any collect and receive every such payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightdescribed herein.

Distribution on Dissolution, Liquidation and Reorganization. Upon In the event of any payment or distribution to creditors of assets or securities of the Company of any kind or character, whether in a liquidationcash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or involuntary and whether in a bankruptcy, reorganization, insolvency, insolvency or receivership or similar proceeding relating to the Company or its propertiesproceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such eventCompany, if any, herein sometimes referred to as a "Proceeding"):or upon other proceedings: (a) all principal ofprincipal, premium, if any, and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt Indebtedness shall first be paid in full full, or due provision made for such payment, in cash or cash equivalents accordance with the terms of such Senior Indebtedness, before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), is made on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities the indebtedness evidenced by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment")Debentures, or before the Holders holders of the Securities Debentures shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than 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 in any such case subordinated to Senior Debt is paid in full in cash or cash equivalents (Indebtedness to the same extent as provided in subsection (a) abovethe Debentures), any Securities Payment to which the Holders holders of the Securities or the Trustee for their benefit Debentures would be entitled except for the provisions of this Section 130212.03, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt Indebtedness (pro rata to each such holder on the basis of the respective amount of Senior Indebtedness held by such holder) or their representative or representatives or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness may have been issued, as their respective interests may appear. For purposes , for application to the payment of this Article Thirteen onlyall Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the words "holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Debentures. The Company shall give prompt written notice to the Debentureholders of any kind dissolution, winding up, liquidation or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities reorganization of the Company provided for by a plan within the meaning of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight12.03.

Distribution on Dissolution, Liquidation and Reorganization. Upon any payment or distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees (the "Obligations") due on, or to become due on or in respect of, all Senior Debt shall first be paid in full in cash or cash equivalents before any payment or distribution of any kind or character, whether in cash, property or securities, by set off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt), on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders of the Securities or the Trustee for their benefit would be entitled except for the provisions of this Section 1302, shall be paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the holders of Senior Debt or their the representative or representatives of all such holders or the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear. For purposes of this Article Thirteen only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.or

Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution to creditors of assets of the Company in a liquidationCompany, dissolution or upon any foreclosure, dissolution, winding up or liquidation of the Company, whether voluntary or involuntary, or in a bankruptcy, upon any reorganization, insolvencyreadjustment, receivership arrangement or similar proceeding relating to the Company Company, or any of its propertiesproperty, and whether in bankruptcy, insolvency or receivership proceedings or otherwise, or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"): (a) all principal of, premium, if any, interest (including interest after or otherwise or upon any exercise by the commencement holders of any such Proceeding at the rate specified in the applicable Senior Debt) and commitment fees Indebtedness (the "ObligationsSenior Creditors") due on, or to become due on or in respect of, of any of their rights and remedies under any document evidencing Senior Indebtedness, (i) the holders of all Senior Debt Indebtedness shall first be paid entitled to receive payment in full in cash of the Senior Indebtedness before the holder or cash equivalents before holders of the Subordinated Indebtedness are entitled to receive any payment with respect to the Subordinated Indebtedness; and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, securities or by set set-off or otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any Junior Subordinated Debt)otherwise, on account of the principal of (and premium, if any) or interest on any Securities or on account of any purchase, redemption, retirement or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent or on account of any other obligation of the Company in respect of any Securities (all such payments, distributions, purchases, redemptions, retirements and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Securities Payment"), or before the Holders of the Securities shall be entitled to retain any assets so paid or distributed in respect thereof; and (b) until the Senior Debt is paid in full in cash or cash equivalents (as provided in subsection (a) above), any Securities Payment to which the Holders holder or holders of the Securities or the Trustee for their benefit Subordinated Indebtedness would be entitled except for the provisions hereof (except for any distribution of this Section 1302securities which are subordinated, to at least the same extent as the Subordinated Indebtedness, to the payment of all Senior Indebtedness or securities issued in exchange for Senior Indebtedness then outstanding ("Exchange Securities")) shall be paid or delivered by the Company liquidating trustee or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Agent to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution directly to the holders of such Senior Debt Indebtedness, and, if any holder of Subordinated Indebtedness does not file a proper claim or their representative or representatives or proof of debt therefor prior to thirty (30) days before the trustee or trustees under any indenture pursuant expiration of the time to which any instruments evidencing any file such claim, then the Senior Debt may have been issuedCreditors are hereby authorized and empowered to demand, as their respective interests may appear. For purposes of this Article Thirteen onlyxxx for, the words "any collect and receive every such payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include (i) a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article; or (ii) any deposit, or payment made therefrom, pursuant to Article Four or Section 1005, with respect to any series of Securities; provided that, in the case of any such payment from a defeasance trust, the assets deposited in trust to fund such payment have been so deposited for any period of at least 90 consecutive days without the occurrence of a blockage of payment on such series of Securities pursuant to this Section 1302 or Section 1303 hereof. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightdescribed herein.